Marvel's THE AVENGERS: the Alternate Version
by SuperSaiyanJedi14
Summary: What if Spider-Man and Wolverine had been in the Avengers movie, and the Marvel Cinematic Universe as a whole? Get ready for what I would have done to make this already amazing film even cooler
1. Prologue

**Hello everybody, and welcome to my first fanfiction! For my first go, I will do my take on what many comic book fans have wanted from day one; Spider-Man in the Marvel Cinematic Universe. With the announcement of Marvel regaining the rights (at least partially) to the web head, I was fairly excited, but I still to some degree wanted to see Spidey with Earth's Mightiest Heroes from the beginning. And just as some icing on the cake, I'm also bringing the merry mutants of the X-Men into the MCU as well, particularly Wolverine (of course** **).**

 **In this AU, I will be crossing Sam Raimi's Spiderverse (Toby Maguire as Peter Parker, James Franco as Harry Osborn, etc.) and the X-Men films with the MCU, the former I find a million times better than the "Amazing" Spider-Man films. With that said, there are still going to be some changes here and there to certain story elements, which I will list here:**

 **This take on the Avengers film starts at the ends of** _ **Spider-Man 2**_ **and** _ **X-Men: the Last Stand**_ **.**

 **Unlike the actual film, Cyclops does not die and is still the leader of the X-Men, though Storm is the headmistress of the school. Wolverine still leaves the team following the death of Jean Grey.**

 **The prologue to this story is essentially the same as the post-credits scene of the first Iron Man film, only with Spider-Man instead.**

 **Also, Hawkeye was the chief S.H.I.E.L.D. agent in** _ **Thor**_ **instead of Coulson, because I think we can all agree that one of the few flaws** _ **the Avengers**_ **had was that Hawkeye was a little underdeveloped.**

 ***Thor got into a fistfight with Hawkeye when trying to retrieve his hammer, among other things**

 **With all that out of the way, let's get into the re-imagined Marvel Cinematic Universe!**

 _ **DISCLAIMER: the characters, concepts and other elements of this story are not my**_ _ **own. The rights to these are owned by Marvel, Disney, 20**_ _ **th**_ _ **Century Fox, and Sony.**_

Prologue: a Bigger Universe

Peter Parker walked up the stairs back to his run-down apartment feeling like the king of the world. Just when he felt like the responsibility of being Spider-Man would forever be a curse on his life, everything had turned around. For the longest time he had thought that if MJ knew his identity, it would only put her and everyone he loved at risk. But now that she knew, he actually felt she was safer than ever before. To think that if he had just told her the truth about his identity from the start, he could have had this new confidence and look on life that much sooner. Now he had the power and responsibility of New York's resident superhero, a (semi) well-paying job, and the girl of his dreams all at once! What could possibly go wrong now?

Peter was in such a good mood (especially for a guy who just left a chase with two car thieves, a fistfight with a couple of muggers, and a roasting of a braindead shoplifter), he didn't even groan at Mr. Ditkovich screaming for the rent again. _I'll pay the rent when you fix the door,_ he thought to himself as he walked into the dark room.

"Nice place you got here, Mr. Parker."

It took all of Peter's self-control to keep himself from screaming. He turned to see a form standing in the dark corner of the room, clearly not wishing to be seen at the moment. _Who the heck is this guy?_ Peter though. _My spider-sense didn't even flinch._

"What? Surprised? I didn't think the Friendly Neighborhood Spider-Man got scared so easily."

Peter couldn't believe his ears. How did this guy know…?

"Don't worry, Peter, your secret's safe with us," the man said calmly, as if reading Peter's thoughts. "I just came by to have a little chat. You've become part of a bigger universe, Peter, one that I'm here to make sure you know all about."

 _Ok, so this guy's smart, I'll give him that. Doesn't mean he's friendly though._

"Who are you?" Peter finally spoke up.

With that, the mysterious man came from his hiding spot. He was tall, black, and appeared to be in his early 50s with a small beard and bald head. He was dressed in a black shirt, pants and boots, with a handgun strapped to his waist and a back patch covering his left eye. Intimidating didn't come even remotely close to describing this man.

"Nick Fury, Director of S.H.I.E.L.D. I'm here to talk to you about the Avenger Initiative."


	2. Ch 1:The Best There Was At What He Did

Chapter 1: the Best There Was At What He Did

Logan look glumly into his glass, wishing that the whiskey could just magically reappear so at least his wallet wouldn't die before he did. It had been nearly a year since the battle on Alcatraz, and roughly eight months after leaving the school. As much as he liked to be opposite to Scott, he now understood exactly what he had been going through after the Stryker incident. The only difference being that Scott just had to live with the fact that Jean died and he could do nothing, while Logan had to live with the guilt of being the one who pulled the trigger in the end. He had survived being shot, stabbed, blown up, partially disintegrated, and having an indestructible metal alloy grafted to his skeleton, but this was one scar that would not be leaving him quickly or easily, if ever. Everyone had tried to convince Logan to stay, especially Rogue, but he just couldn't bring himself to walk by those two headstones every day. One for the woman he loved and killed, the other for the friend he should have listened to from the start.

So he had left. Xavier's School for Gifted Youngsters, the X-Men, everyone he had come to call his friends. For all he cared, the Wolverine was dead. All that was left was some guy on a motorcycle going from place to place, drowning away what bits of his past he could remember in each bar he came across. This time it was some dive in Edinburgh. A little far, true, but at least it wasn't upstate New York or Canada, the lands filled with memories of pain and loss. Scott had never truly liked Logan, but he and Storm still respected him enough to wish him good luck before he left, genuinely hoping that he would find peace with himself again.

 _Yeah, like that's ever gonna happen,_ the moody mutant thought as the bartender refilled his glass.

It didn't help that about a month after he left, a couple of schmucks from the government came by asking him to join some special task force or something like that. Fortunately, these mooks were smart enough to run when three Adamantium blades came out of Logan's hand. The Wolverine died on Alcatraz Island with Jean Grey, along with anyone wanting any chance of setting him lose on "special military projects". The days of the clawed Canadian were where they belonged, in the past.

"Damn," Logan mumbled under his breath. "If there is a God, this healing's his way of screwing me."

"Well, that's a pleasant outlook." Said a man sitting next to Logan at the bar.

Logan turned to his left. "Look pal I…" He stopped in the middle of his words. Sitting next to him was a man in a suit with short hair, keen eyes and an overall friendly demeanor. If he had been paying attention, Logan would have noticed his obviously American accent in a Scottish bar. What he did notice, though, was the name tag above his pocket.

Phil Coulson: S.H.I.E.L.D. Agent SKJ 08U7342, Level 8

"You!"

Without another word, Logan seized Coulson by the shirt and dragged him over to the wall, slamming him into it before putting his knuckles against his neck, totally oblivious to the other patrons taking notice to his sudden outburst.

"I already told your friends I wasn't interested in your little club!" the former X-Man snarled. "Now you have five damn seconds to get the hell away from me before you get a claw in your throat!"

"Call it double checking." Coulson replied coolly. It was almost as if he had no clue, or at least could care less, that three razor sharp blades could end his life at the drop of a hat. _Perks of being Fury's errand boy, I guess._

"Oi!" the bartender shouted. "Take it outside you two!"

Not really in the mood to start a fight, Logan let go of Coulson and pushed his way out the door. The agent followed him outside, keeping up even when Logan quickened his pace.

"Piss off, Suits."

"I don't really see what you're so angry about," said Coulson. "It's only a last minute offer."

"Yeah, well I'm still trying to forget what happened the last time I was part of a super powered yacht club." Logan didn't even bother to look Coulson in the eye as he made his way towards his motorcycle.

"Director Fury has a situation that may be bigger than an angry army of mutants storming a medical facility."

Now Logan _did_ turn around, this time with his claws out and pointing at Coulson's face. At least this time he could see Coulson was at least worried about the sharpened Adamantium inches from his nose.

"It was your idiot scientists who provoked Magneto by weaponizing your goddamn cure!" Logan almost shouted now. "Because of your friends, a lot of people died that night! Including a good friend of mine."

"Believe me," Coulson replied, "I would rather walk barefoot through the gates of hell than call those people my friends. And I cannot begin to tell you how sorry I am for what happened to Dr. Grey. But there is something coming up, something that has Director Fury on edge. I've already been to New York, and Mr. Stark is considering it right now."

Logan scoffed at the idea. Nick Fury trusting Tony Stark and his fancy suit to save the world from anything? _That'll be the day Bobby melts._

Just thinking about his young friend calmed Logan down enough to pull his claws back and turn away.

"If Fury wants me so bad, why didn't he send his little catsuit friend? She at least has a better chance than you at that."

"Agent Romanoff is busy with a situation in Chechnya. Once she's done there, she's being sent to recruit another one in India."

Logan rolled his eyes. What would it take to make this guy at least flinch? Unlike most days, though, Logan was in no mood to start a fight, so he continued towards his motorcycle. But Coulson wasn't done yet.

"We need you Logan. We need the Wolverine."

Logan looked once again towards the government again as he mounted the bike. "The Wolverine is dead, bub. There's only a lost fool in the middle of nowhere."

Without another word, he took off into the night, leaving more of his past behind.


	3. Ch 2: Along Came a Spider

**Hey, everyone, hope you're enjoying the story so far!**

 **Before I keep going, I'd like to thank INMH for writing** _ **the Hobbit, the Ring, and the Fellowship**_ **,** __ **which showed me how to effectively incorporate new characters into an already established universe while still telling the same story (the Pevensie children** **go to Middle Earth instead of Narnia and participate in the War of the Rings.)**

Chapter 2: Along Came a Spider

Hundreds of miles away, in New York City, a small moped swerved its way through the agonizing traffic that came with living in the Big Apple. On it sat a young couple returning from a lovely evening on the town, en route to a small apartment complex in the suburbs. They were moving abnormally fast, yet were effortlessly dodging every car meeting every curve. Of course, it did help that the driver, a young man of 21 years, had an omnipresent view of all his surroundings and could turn the bike on a dime. Most would have been freaked out by the speed at which he was propelling the moped. But for the young, beautiful redhead sitting behind him with her hair flapping in the wind, it was actually quite exciting. An excitement that died, however, as Peter Parker and Mary Jane Watson pulled up in front of her home.

"That was great." MJ said as she unclipped her helmet and placed it on the back of the bike. "I just wish that the waiter had been a little faster."

"Well, it could have been like at that Chinese place last week," Peter chuckled. "The poor guy could really use a watch."

MJ gave a small laugh of her own. "This is coming from the pizza boy who thought that a thirty-minute trip could be made in ten?"

"Hey, that punk was lifting a whole case of beer, I had to do something! Also that truck was turning right on red."

"Guess even Spider-Man has a weakness…Horrible Timing! The latest scheme of the vile masterminds of the New York underground!" MJ couldn't help but burst out laughing at her own joke, soon followed by her boyfriend. They probably could have kept it up forever if Peter hadn't shut her up with a quick kiss.

"You want to stick around?" MJ asked as he approached the door. "I could get a pot of coffee going in no time."

Peter's face gave a defeated look. "Sorry, but I have to go to work. Jameson's gonna kill me if I have nothing but some shots of Broadway again."

"Maybe he could settle for some pics of exclusive government vehicles?"

Peter and MJ were somewhat startled by the unexpected noise. Peter turned in the direction of the voice, hand slowly getting into web-shooting position. But he relaxed to see that it was a familiar face. A man with red hair wearing a casual suit came out of the shadows, clutching an envelope to his chest. Peter walked off to greet the man with an outstretched hand.

"Agent O'Grady! Good to see you again."

"Please," the agent said as he took Peter's hand and shook it. "Call me Eric. I hope I'm not interrupting any..."

"Oh, no," Peter ironically interrupted. "We just got back from something." Having for a moment forgotten his manners, Peter turned back to his confused date. "MJ, this is Agent O'Grady. He's the guy from that government project I was telling you about."

MJ's confused smile disappeared in an understanding nod. "Oh, yeah! You're the guy from…uh…Strategy…Hometown…"

"S.H.I.E.L.D. is just fine, Miss Watson." O'Grady corrected.

Indeed, Peter had occasionally been meeting with a S.H.I.E.L.D. agent to discuss logistics about the "Avenger Initiative" Nick Fury had told him about several months ago. Agent O'Grady was Fury's direct correspondent in this, telling him about who else was being talked to, how it would function, and other such details (Peter nearly had a heart attack when he was told that Tony freaking Stark was also a candidate for this thing). If anyone asked, he was nothing more than a coworker of Peters at the Daily Bugle. Only MJ knew who Eric O'Grady really was. Nonetheless, Peter was still a little confused as to why O'Grady was here right now. He had been told about a month ago that the project was being put on hiatus, and yet here he was as if it was just another Tuesday.

Peter jumped right to the point. "So what are you doing here? I thought that thing was on hold for some reason."

"It was," O'Grady replied. "However something has come up and Director Fury felt it was best to at least have some of the specific individuals together for the sake of preparation. Agents Coulson and Romanoff are already talking to Stark and Banner, so I was sent to collect you as well."

On any other day, the prospect of getting to meet Tony Stark and Bruce Banner in person would have thrilled Peter to death. But there was still something nagging him in the back of his mind. "What kind of problem? Did something go wrong?"

"It might be best if we talk inside. Spy agency after all." O'Grady said with a smile. Peter turned to MJ (after all, this was _her_ place), who nodded and led them up to her apartment. As MJ prepared a pot of coffee, O'Grady handed the envelope he was carrying to Peter. Ever the curious one, Peter opened it and examined the files. He skimmed through most of it until something caught his eye. The current piece of paper had a picture of a blue cube sitting on a table. Based on the lighting in the picture, Peter could only guess that it was glowing.

"It's called the Tesseract." O'Grady explained. "It's an artifact of unknown origin that holds a tremendous amount of energy. During World War II, the rogue Nazi science division, HYDRA, found it and used it to develop weapons straight out of science fiction. The majority of Captain Rogers' missions during the war were to take out HYDRA's bases and disable these weapons. After the Red Skull's defeat, we found it at the bottom of the Atlantic Ocean. Recently we've been trying to find a way to harness its power."

"So what happened?" Peter had heard enough stories about people trying to control something dangerous only to have it backfire. Given how powerful this Tesseract thing was, that backfire would make Dr. Octopus look like a middle school bully.

"He's what happened." O'Grady produced a picture of a man with long black hair and a strange outfit. Peter wanted to say it was medieval, but it was unlike any designs he had seen. He was carrying a short scepter with small blades on the end like a spear and a blue jewel in the center. "He calls himself Loki. He came out of nowhere following an energy surge and stole the Tesseract."

"Loki? Like the Norse god?" Peter was no stranger to strange occurrences, but this just seemed a little odd even for his taste.

"Well, the world is full of crazy people." MJ spoke up. "Maybe he's just playing some big, scary joke."

O'Grady looked at MJ, his usual smile slowly fading. "I'd hardly call high-caliber rounds bouncing off his chest and apparently possessing several agents and Dr. Selvig a joke, Miss Watson."

Peter and MJ just looked at each other for a moment. After all the crazy things that Peter had seen in his career as Spider-Man, nothing was more surprising than this.

"Okay, now I'm interested, Eric." |

 **Yes, I am fully aware that the way I am writing Eric O'Grady is** _ **nothing**_ **like the way he is in the comics. But since Coulson and Black Widow are preoccupied and Maria Hill never leaves Fury's side, I needed another S.H.I.E.L.D. character to be the correspondent to Spider-Man. Plus, O'Grady in the comics is kind of a douche and I never really liked him.**


	4. Ch 3: The Helicarrier

Chapter 3: the Helicarrier

"Vacation?! What on God's green Earth do you mean, vacation?!"

Peter braced himself for the vicious storm that was J. Jonah Jameson's signature angry rant. Agent O'Grady had pointed out to Peter that he would have to come to a special S.H.I.E.L.D. location to get further details on the Tesseract situation, and he would likely be gone for several days at the least. Luckily, Peter's spring break was rolling around, so he had the perfect excuse to be out of town for a week or two. For all Aunt May and the director of MJ's show knew, Peter and MJ were going to Boston for a harmless little getaway (O'Grady felt it was within protocol to bring MJ along to avoid suspicion). They had been easy enough to persuade.

Jameson, on the other hand…

"I have papers to sell and headlines to write! How exactly can I get those out when the one guy who can get a decent picture of that spandex-wearing criminal is off lollygagging with his girlfriend?!"

"Look, Mr. Jameson," Peter replied, "it's only a week or two. I'm sure you can get other things in the paper besides Spider-Man, right?"

Jameson, in a clearly agitated way, rubbed what was left of his cigar in the ashtray before tossing it over his shoulder out the window. "I can," he out dryly, "But that's not why I hired you. I hired you because that insectoid maniac likes to pose for you for some reason. And if I can't get papers sold because of a certain lack of pictures of a public menace on the front, then I might as well hand them out on the street corner like supermarket crackers!"

 _BUZZZZZ!_

"WHAT?!"

"It's your wife sir," Betty Brant answered form the other room. "She can't remember one of the credit card PIN numbers."

"Oh, thank God!" Jameson gave a sigh of relief as he reached for another cigar.

"Jonah, why don't you give the kid a break?" Robbie Robertson cut in. If there was anyone at the _Daily Bugle_ who could talk even the slightest bit of sense into J. Jonah Jameson's think skull, it was Robbie. "He's done a lot of great work in the past, I think he deserves some time off. Besides, we could give that Brock kid a test run while Peter's gone."

Jameson looked at Robbie, then back at Peter, then to his lighter. Finally, he relented. "Alright fine. But you have two weeks, no more! Got it? Fourteen days. If you aren't back in this office after fifteen, you're fired! Clear?"

"Crystal," said Peter.

"Well, what are you just standing there for?" said Jameson around his fresh cigar. "You want out of here? Scram!"

Peter didn't even need an invitation. He was out the door in two seconds flat, Robertson close behind him.

"Robbie, you're a saint. You deserve a parade."

"Just doing my job Pete." The elder man said with a smile

"Take care, Peter." Betty replied with her usual smile, which had by now evolved from merely a professional courtesy to open acknowledgement of their friendship.

"Thanks, Betty." Peter smiled, as he made his way out of the office to await the car that would take himself and MJ to S.H.I.E.L.D.

Granted, while Peter knew he and MJ were going to a special S.H.I.E.L.D. location, he had not expected to be flow to an aircraft carrier in the middle of the Atlantic Ocean. Then again, it was a discrete spy agency, so what would you expect?

Agent O'Grady was the first to exit the plane (Peter had learned they were called Quinjets) onto the sun-bathed deck of the ship. Peter and MJ pulled their bags down and followed the agent into the blinding sun. "Well," said O'Grady, "here we are. Home sweet home."

The carrier was a sight to behold to be sure. Peter had heard of some carriers being so big, they literally had their own zip code when in harbor. However, just by Peter's first impressions, this thing deserved statehood. Several dozen Quinjets and smaller aircraft lined the sides of two layered takeoff strips, with a small command tower near the back. Dozens of men and women were running around attending to the aircraft and other such jobs. Painted in the center of the deck was a massive yellow crest, which resembled an eagle with its wings spread down across the bottom. Peter did question to some degree the wisdom of having an organization supposedly all about secrecy based on a giant aircraft carrier in plain sight, but if these guys figured out his secret identity as easily as they did, then there was probably more to this ship than met the eye.

"Wow,"

"You can say that again," replied MJ, her own face in absolute wonder. "This place is enormous."

"Just wait until you see the inside." O'Grady replied with a grin. No sooner had the words left his mouth that something caught his eye. "Ah, there they are."

Peter looked in the direction O'Grady had turned. Near the center of the landing strip were three people in casual wear, an oddity since everyone around them was wearing either a navy blue jumpsuit or bright orange landing crew gear. On was a slender woman with short red hair, wearing a black leather jacket with a red t-shirt underneath. Next was a black haired man in a purple shirt and a tan jacket and pants. Of the three he appeared to be the most out of place, more or less resembling a high school teacher rather than a super spy. But the third one? Peter had to rub his eyes to make sure he wasn't having a mirage.

6 feet, 2 inches, 240 pounds. Clad in khaki pants and a brown leather jacket, his short-cut blond hair topping the face that inspired an entire nation during World War II. He didn't need a red, white and blue uniform for Peter to tell who this man was. He had heard the rumors in the news, but had never legitimately believed he was really alive until now.

Steven Grant Rogers, a.k.a. Captain America.

"Oh my God!" Peter heard MJ whisper behind him. Had she not beat him to it, he would have said the exact same thing. When he had heard that he could possibly be working with Tony Stark and Bruce Banner, two of the greatest scientific minds in the world, the geek inside him had been ecstatic. But Captain America? The greatest soldier of all time who led American forces in one of the biggest conflicts in history? Peter felt like a kid in a candy store. He was so elated he almost forgot that Agent O'Grady was supposed to be leading them towards the group and nearly stepped ahead of him twice.

"Agent Romanoff, Captain Rogers, Dr. Banner." O'Grady said with his usual grin as he reached the trio.

 _Dr. Banner?_ Peter thought to himself, looking at the shorter man. _As in Bruce Banner?_ This day just kept getting better and better.

"Eric, glad you could make it." The woman, apparently Agent Romanoff, replied as she shook his outstretched hand.

"Another agent?" asked Rogers, blissfully unaware at the two gaping twenty-one year olds behind O'Grady.

"I'm another one of Director Fury's correspondents, similar to what Agent Coulson is for Mr. Stark. This is my own recruit…"

"Peter Parker, sir!" Peter interrupted as he stretched out a hand, which Rogers quickly took and shook. _I'm shaking hands with Captain America!_ Peter still couldn't believe what was going on. _No-one's ever going to believe this!_

"Pleasure to meet you, Peter." The captain said with a casual smile. "I take it you're another scientist or something?"

"Well, actually…"

"That," it was now O'Grady's turn to interrupt, "and he also as special abilities that could be beneficial in, uh, how should I put this…sticky situations. Captain, have you read anything in the news recently about a vigilante known as "Spider-Man"?"

Rogers looked confused for a moment, then it dawned on him. "Oh, you're him?"

"Yes, sir." Peter answered as he pulled back his shirt to reveal the red and black spandex. "Long story involving a field trip and genetically altered spiders, but that's me."

"Mr. Parker chooses to keep his identity confidential to avoid potential danger to his loved ones." O'Grady chimed in, as if to answer the next obvious question. "For all the crew knows, he's just here as a lab assistant for Dr. Banner. Until now, only myself, Director Fury and Miss Watson here are aware that these two men are one in the same."

"Pretty noble, Mr. Parker." Said Bruce Banner, breaking his silence on the conversation. Peter's nerd side began to pick up as he turned to the hunted scientist.

"Dr. Banner, it's an honor to meet you." Peter said as he shook Banner's hand. "Your work in gamma radiation has been amazing. I wrote a paper my freshman year all on your work."

"Well, it's good to see that the next generation still sees the value of science." replied Banner. "I just wish I could have a more active hand in it."

Peter nodded in understanding. He had seen all of the news reports about the Hulk, and could see why Banner might have been reluctant to work for the people who had hunted him like an animal.

Suddenly, Peter remembered something. "Oh, everyone, this is my girlfriend, Mary Jane Watson." he turned and gestured to the as of now silent young woman standing with them.

"Hi!" MJ said as he greeted each of the people before her. As one might expect, she turned to Captain Rogers first. "So, uh, Captain…"

"Please, both of you, call me Steve."

"Ok, Steve..." Peter hadn't seen her this nervous since one of her company's biggest productions last year. "I'm guessing this is all kind of...weird…here in the…uh…future?"

"Well," said Steve, looking towards a group of men jogging down the ramp, "this is actually kind of familiar."

"Gentlemen, ladies," Agent Romanoff spoke up from the back, "you might want to step inside in a minute. It's gonna be a little hard to breathe."

Everyone gave her an inquisitive look before hearing a loud banging noise. All around them, people began running to specific stations across the ship and strapping down aircraft. " _Secure the deck!_ " a voice over an intercom said over all the bustle going around them. Understandably enough, Captain Rogers looked the most puzzled.

"Is this a submarine?"

"Really," Dr. Banner said with a sarcastic tone as he, Peter and Steve walked towards the edge of the ship, "they want me in a submerged pressurized metal container?"

Peter was about to throw in his own snarky comment when they reached the edge, and Peter's initial puzzlement became pure astonishment. All around the ship, water was crashing down like a waterfall, as if a giant hole had been carved into the ocean floor. Out of this hole came a giant metal cone with a circular ring around it. As this emerged, the water began to swirl around like a whirlpool. Peter had no idea what was going on until he saw the giant steel blades connecting the cone to the ring. It looked like some kind of turbine, similar the ones on the wings of the Quinjets. _But why would a boat need plane turb-_ Peter stopped himself in mid thought, as the carrier began to rise out of the water and into the air.

They weren't sinking, they were _flying_!

"Oh no, this is much worse!" Banner said over the insane noise.

Remembering what Agent Romanoff had said, the trio turned away from the spectacle followed her inside the S.H.I.E.L.D. Helicarrier.

 **Whew, this was a long one.**

 **For those who are curious, I'm planning to update on the weekends only, as I'm in college now and have a fairly busy semester. Of course, I may have to postpone certain chapters should things come up, so patience is greatly appreciated.**

 **Thank you to all who have favorited this and posted reviews so far, they are very encouraging.**


	5. Ch 4: Great Minds at Work

**Sorry for the delay, everyone. Really busy week, didn't have much time to write.**

 **Once again, thank you to everyone who has favorited this story and posted reviews. Also, to address a comment by Black' Victor, yes, my purpose for bringing MJ to the Helicarrier was because it is arguably the safest place for her at the moment, as well as throw off suspicion of Peter's whereabouts (wouldn't make sense for someone like Peter to run off by himself alone, would it?). Again, I probably should have worded it differently, so thanks man. I love constructive criticism.**

Chapter 4: Great Minds at Work

Agents O'Grady left to direct MJ to her sleeping quarters while Agent Romanoff led Peter, Steve and Dr. Banner towards the Helicarrier command center, which looked more like NASA mission control than it did an aircraft cockpit. Several rows of computer monitors lined both the sides of the room and two small pits on either side of a slightly elevated walkway, with various blue-suited S.H.I.E.L.D. agents going over a variety of tasks. What resembled a conference table was set up behind some railing in the back of the room, which also featured the S.H.I.E.L.D. crest in the center. Several meters above them was another floor where Peter could see more people walking about, ranging from armed security officers to who appeared to be maintenance crew. More computers lined another elevated platform on either side of the room, and at the very center, a man that Peter instantly recognized as Director Nicholas J. Fury stood surrounded by a pair of screens displaying the status of the Helicarrier's systems and controls. The entire room was lit by a massive multi-pane window looking out across the skyline.

"Power plant performing at capacity," a female agent reported from down below as she observed one of the monitors. "We are clear."

Another woman, apparently the second-in-command, then addressed the whole bridge, "All engines operating, S.H.I.E.L.D. emergency protocol 193.6 in effect." She then turned to Fury. "We're at level, sir."

"Good," said the Director. "Let's vanish."

 _Vanish?_ Peter thought.

The second-in-command turned to a group of people and said, "Engage retro-reflection panels."

The agents flipped a series of switches and brought up an image of the carrier's underside on the main monitor. Slowly, the bottom began to be covered in some kind of silvery material. It took him some time, but Peter deduced to his amazement that they were some kind of reflective mirrors, which made the Helicarrier pretty much invisible to all looking up.

 _So much for a base people can find easily,_ Peter thought, putting his previous doubts about the ship to rest.

One of the agents at the computers turned to face Fury. "Reflection panels engaged," he replied. With his base of operations safe and secure, Fury turned to face the three men standing behind him.

"Gentlemen," he said as he approached them. Peter walked over to join Dr. Banner, who was staying in the back of the room. Steve, on the other hand, walked right past Fury, handing him a ten-dollar bill as he walked by. Fury looked at the money for a second, then stuffed it in his pocket as Steve continued to marvel at the bridge. Peter would have to ask about that later, though, as Fury was walking straight towards the nerd from Queens and the fugitive physicist.

"Doctor, thank you for coming," Fury said as he reached out his hand. Looking somewhat nervous, Banner reached out and grasped the one-eyed man's hand.

"Thanks for asking nicely. So, how long am I staying here?"

"As soon as we get our hands on the Tesseract, you're in the wind." He then turned to Peter. "As are you."

"If we get done quickly," said Peter with a small grin, "my boss won't pop a blood vessel."

"Wait until I tell you about a certain Air Force general." Banner commented with a hint of sarcasm. "So, where are we with finding the cube?"

All eyes turned to a man in a suit standing on the lower level next to Steve, whom Peter had been introduced to as Agent Phil Coulson, one of Fury's most trusted field agents. "We're sweeping every wirelessly accessible camera on the planet. Cell phones, laptops. If it's connected to a satellite, it's eyes and ears for us."

"That's still not gonna find them in time." said Agent Romanoff, who was squatting next to one of the computers, with an image of a man who appeared to be in his early 40s inside a small info box. With his enhanced senses, Peter could read some of the lettering.

Barton, Clinton Francis, STRIKE Team: Delta, Agent level 7. Status: COMPROMISED

"She's right, we're going to have to narrow the field." said Banner.

"Are there any optical spectrometers we could use to look for its energy signature?" asked Peter. "With the amount of gamma radiation this thing gives off, we could be able to look for a match on its frequency."

"Not on this boat, but I'm sure I could get some of those on the shopping list." replied Fury.

"How many can you get?"

"How many are there?"

"Call every lab you know." said Banner as he removed his jacket. "Tell them to put the spectrometers on the roof, and calibrate them for gamma rays. Peter and I will rough out a tracking algorithm, basic cluster recognition. At least we could rule out a few places."

 _If only high school had been this easy_. Peter thought. Never did he think he would be able to work alongside one of the greatest minds in the world, but also work with technology that made the fancy high tech computers at the mall look like windup toys.

"Do you have somewhere for us to work?" Banner asked.

Fury turned to the crouching spy. "Agent Romanoff, could you show Dr. Banner and Mr. Parker to their laboratory, please?"

Romanoff rose away from the computer screen, and began to walk off towards the door. Eager to get to work, Peter and Dr. Banner followed in hot pursuit.

"You're gonna love it boys. We got all the toys."

Within minutes, the two men were sitting in a small laboratory situated right above the bridge. They spent the next couple of hours receiving the signals of the various spectrometers around the world, using their energy readings to draw a virtual map around the world, searching relentlessly for the seemingly insignificant glowing cube that a fanatical Nazi subdivision used to nearly conquer the world.

When they weren't plowing through the seemingly endless stream of data coming in across the world, Peter and Dr. Banner (he insisted he call him Bruce) went about comparing their respective careers as super-powered beings in the world. Bruce's were considerably less detailed, but it was understandable given his alter-ego. By contrast, Bruce was fascinated with Peter's adventures as well as the origins of his powers. Peter kept going on and on about everything that Bruce had contributed to the field of radiation study, while Bruce seemed very eager to hear about was Peter's personal life, asking him about Aunt May, MJ, school, his friends everything. Any other person would have found Banner's fascination a little uncomfortable, but Peter didn't mind at all. After all, Bruce had spent the past few years running away from the military, unable to have a life of his own. Peter had always had an incredible amount of respect for Bruce and his work, but now he also felt genuinely sorry for him.

"At the end of the day, I envy you, Peter," said Bruce as he looked over more data. "Your power allows you to change the world for the better and have the life you want."

"I wish I could agree with that, Doctor," said Peter, "But this life of mine isn't as perfect as you might think. I've done some pretty stupid things myself."

"At least your power doesn't turn into a living apocalypse."

Peter leaned over the table they were working at to look Bruce in the eye. "My uncle died because of my selfishness. My best friend is on the fast track to becoming my enemy. I have my own sins, but I push on. Not because I want to, but because I have an obligation to use my power responsibly."

Bruce looked at his instruments, a defeated look on his face. "You're a good person Peter, but I'm afraid I can never live up to your uncles words as you have. I don't have great power. I have a curse."

The room was silent for a moment. Then the door to the lab opened up, revealing Agent Romanoff, now wearing a black variation of the uniforms worn by the rest of the S.H.I.E.L.D. staff. "Mr. Parker," she said, "I need you to come with me."

Peter looked at her for a moment, confused. "Why?" he asked. "What's going on?"

"We've found Loki"


	6. Ch 5: the God of Mischief

**Hey everyone, I'm back! I am so, so, so sorry for the delay. This last month was hellishly busy for me. Papers, homework, writer's cramp, all those things that keeps you from telling wonderful tales of fictional people doing nonsensical things. But now I'm back and ready to get back to what make you guys happy! Brace yourselves, this is my longest chapter so far.**

 **Keep sending in reviews please, I love hearing what you have to say!**

Chapter 5: the God of Mischief

Peter followed Agent Romanoff (who, according to Agent O'Grady, was also known as the Black Widow) towards a special area where he would be able to change into Spider-Man without anyone noticing. Along the way, Romanoff filled him in on what they had found. Apparently a man with identical features to Loki had been spotted entering a gala in Stuttgart, Germany. What an all-powerful Norse god would want with a fancy human party was beyond anybody, as was his complete lack of effort to conceal his whereabouts. But all Fury cared about was that this was an opportunity to capture Public Enemy No.1 and it must be taken advantage of. Peter was in and out of the changing room in the blink of an eye, his T-shirt, jeans and jacket replaced by the red, black and blue spandex of the Friendly Neighborhood Spider-Man.

"Not bad," Romanoff commented. "Not very subtle either, though."

"Hey, I put a lot of time and effort into this suit!" Peter said, eager to defend his position. "These masks aren't cheap, you know."

"If you were as stealthy as you should be, you wouldn't need that mask."

"What are you talking about?" Peter asked.

"You can crawl along any surface and see everything every square inch of a room without even looking everywhere," Romanoff replied dryly. "And yet you wear a bright red and blue wetsuit that practically glows in the dark. If you had proper training, you could sneak in and out of Fort Knox with fifty grand using a paper clip and a flashlight."

Peter was stunned by this comment. His whole career as a superhero had been spent trying to perfect the use of his powers, and now this super-spy was accusing him of being an amateur because of his color pallet?

"Oh, and Captain America doesn't carry around a great big…"

"Something wrong?"

Petr's comment was cut off by the sudden arrival of Captain Rogers. He had just emerged form a changing room of his own and was wearing what was irrefutably the most blatant example of patriotism Peter had seen in his life. A bright blue suit with a giant silver star in the center of the chest. Several strips of red and white ran down his abdomen, giving the appearance of the stripes on the American flag. Red gloves and boots covered his hands and feet. A blue form-fitting helmet/mask with white wings painted on either side and a big white "A" in the middle of the forehead was in his right hand, yet to be put on. Strapped to his right arm was the one thing that every kid had wanted for Christmas at some point; the 2.5 foot-wide red, white and blue Vibranium shield that a nation had rallied behind. Pete may have met Steve Rogers earlier that day, but now he was in the presence of Captain America.

It took him a minute to realize he was just about to mock the captain's fashion sense.

"Oh, uh, nothing!" Peter said with a nervous chuckle. "Agent Romanoff and I were just…"

"You boys can catch up later," Romanoff interjected as she continued walking. "Loki's not going to stay in Stuttgart forever."

Peter rolled his eyes as he and Cap followed the spy towards the hanger. He was sure that Agent Romanoff wasn't trying to be rude or anything, but he was starting to get the feeling she didn't trust him very well.

As he passed the room Cap had come form, something caught his eye. At the end of the long room were two display cases. One was empty and was presumably where Captain America's uniform had been stored. The other, however, was occupied by another suit, similar to Cap's, but also drastically different. This suit was dark yellow with traces of dark brown or black along the sides. There were two black and yellow gloves, each with three metal nodes along the knuckles. But the most distinctive part was the mask. Even with nobody wearing it, this mask looked threatening. Like the rest of the suit, it was yellow and black, but also features a pair of short protrusions on each side, giving it the appearance of horns or giant ears. The eye slots were in a diagonal slant, giving them an "angry" look.

"You make this?" Peter asked Agent Coulson. He had senses the agent coming up behind him before he even stopped to look in the room.

"Not personally," Coulson said, "But I did put forward the designs. Director Fury gave me the liberty of preparing special uniforms for special operatives."

"So, who's this for?"

"Another recruit to the program, but he turned it down. We made it anyway just in case he changed his mind." Coulson finally turned to the masked vigilante standing next to him. "But, as I recall, you have a plane to catch."

Peter took a minute to register that comment before sprinting towards the hanger. Bolting past various S.H.I.E.L.D. personnel until he reached the Quinjet where Captain America and the Black Widow were waiting for him.

"What kept you?" asked Cap.

"Nothing," replied Spidey. "Let's go."

The trip to Germany was spent in silence. Spider-Man found himself curiously nervous about this. He had no trouble with being dropped cold into fights with random thugs and the occasional super-powered madman, but there was just something about this that had him on edge. Maybe all this talk about world-destroying energies and living myths was getting to him. Part of Spidey wanted to talk to Cap about it, but the other part figured that the soldier had more important things to think about than why some geek from Queens in spandex was nervous.

After about a half hour of flight, the finally arrived above Stuttgart.

"Approaching drop zone now," said Agent Romanoff from the cockpit. "Cap, you're up."

As Captain America walked over and strapped on a parachute, Spider-Man walked over to him.

"So, what's the plan?" he asked.

"I'm going to go down there and try to get Loki to stand down. If he chooses to be uncooperative, you and Romanoff are here to _make_ him stand down." As he said that, the back of the Quinjet began to open up right above the city.

"You sure you can do this alone?" Peter had always seen Captain America as an unstoppable hero, but all this still seemed a bit out of range, even for a super soldier.

"Well," said Cap calmly as he walked towards the edge. "If he's anything like Fred Andrews, I should be fine."

"Who's Fred Andrews?"

"Knocked him out 200 times*."

With that, Cap jumped right out of the plane down into the busy city below. Still scratching his head about Cap's comment, Spider-Man returned to some monitors to get a look at the building Loki had been spotted near. What he saw caught him attention immediately.

"Looks like there's already trouble down there." He yelled to the cockpit. People were running out of the building screaming like there was a fire. Looking closer, Spidey could see a man who appeared to be glowing coming out the door. Just by seeing the archaic metal plates on his chest, he could tell that this was their man.

Loki looked smaller than Peter had expected, but was otherwise identical to the picture Agent O'Grady had shown him a week ago, the only noticeable differences being the long green cape on his back, the gold horn-like helmet on his head, and the noticeably longer scepter. But everything else was just as Peter had remembered from the file.

"I think we should head down there," he called to the front.

"Calm down," Romanoff called back, seeing the same image on a monitor of her own. "Captain Rogers will contact us if he needs help."

Almost as soon as she finished saying that, something flashed across the screen. Spider-Man whipped back to see a blast of glowing blue energy flying towards an incoming police car. The energy slammed into the car, sending the vehicle into a vicious crash after a huge explosion. Peter's heart sank at the extreme unlikelihood that the driver had survived.

"On second thought, he could use a hand." Romanoff said with surprise. She turned to the pilot and told him to bring them down. As Spider-Man looked back to his screen, he realized just what was making him nervous earlier. Just seeing Loki unleash that huge display of power had made it crystal clear. He had faced many thugs and monsters before. But never had he fought a god.

Spider-Man flipped the audio on so he could hear what was going on down there. He turned it on just in time to hear a loud, angry voice yelling "KNEEL!" All around Loki, the terrified people who had previously been running away did just that, getting down on their knees before the otherworldly being. Loki spoke again, this time with a calm smile and a quiet, yet sinister tone.

"Is this not simpler?" he said as he walked towards his captives, talking in a tone similar to a teacher to school children. "Is this not your natural state?"

 _Just listening to this guy give me chills_

"It's the unspoken truth of humanity, that you crave subjugation. The bright lure of freedom diminishes your life's joy in a mad scramble for power, for identity. You were made to be ruled. In the end, you will always kneel."

Suddenly, someone in the kneeling crown rose up. Spider-Man looked to see an old man rise to his feet and look Loki dead in the eye.

"Not to men like you."

Loki chuckled at the man's words, but he was so quiet Spider-Man could barely hear the laugh. "There are no men like me."

"There are always men like you."

This comment apparently got under Loki's skin, as his smile shrank a little bit as he began to raise his scepter.

"Romanoff, hurry!"

"Hold on, kid, we're almost there."

"Loki's about to disintegrate a guy!"

Blue light enveloped the tip of Loki's scepter as he said something that Spider-Man couldn't hear over his own fear. If the suit want as tight as it was, the sweat would have been running down his face, and yet Romanoff didn't seem concerned at all. A man was about to be vaporized and this woman was treating it like any other Tuesday.

 _No, no, no, no, no, no, no!_

But it was too late. A burst of the blue energy launched from the tip of the scepter, and the Quinjet was still a good mile away. Spidey closed his eyes. He had seen some terrible things before, but a disintegrating man was too much for him to even comprehend.

 _CLANG!_

Peter's fear turned to confusion. What kind of laser made a noise like that? Then he turned back to the monitor and saw what had happened.

The old man was still alive, and Loki was now the one on the ground. A man clad in blue was standing between them, and he was holding a metal disk with smoke coming off the surface.

 _So that's why she was so calm_ , Spider-Man thought as Captain America walked towards the green-clad fiend.

"You know, the last time I was in Germany, I saw a man standing above everyone else. We ended up disagreeing."

Smiling under his mask, Peter walked towards the cockpit to where Romanoff was fumbling with some switches.

"We almost there? I don't wanna miss this!"

"See for yourself," Romanoff grinned as she motioned towards the windshield. Indeed, the museum and plaza were right in front of them, and Spider-Man could now see everything with his own eyes. Cap and Loki were still staring each other down as the civilians continued to watch. Romanoff pressed a few buttons and released a small minigun from the bottom of the Quinjet while also activating the jet's outside speakers.

"Loki," she said in her amplified voice, "drop the weapon and stand down."

No sooner had the words left her mouth did another blast of blue energy emerged from the deadly scepter. The pilot was barely able to move the jet out of the way of the blast. The sudden motion threw Spider-Man off a little bit, but he was still focused enough to see Cap hurl his shield right at Loki's face while the people ran and panicked. Spider-Man eagerly returned to the window to continue watching the unfolding fight.

BOOM!

A sudden explosion ripped Spider-Man's attention towards the background. While the blast from Loki's scepter had missed the Quinjet, it _had_ struck the building right behind them. Flaming debris was falling like giant hail towards the ground.

"Oh, crap!" Spider-Man slammed his fist onto the button that opened the door and bolted towards the opening.

"Hey," Romanoff yelled back, "What are you doing?"

"My job." Spider-Man said quickly, not bothering to listen to Romanoff's protests. Webs shot out of his hands as he pulled himself towards the base of the building. Swinging around, he scooped a man out of the way of a falling beam and then used his webs to pull two more people out of the way. His ears picked up a woman screaming, prompting him to quickly jump up the side of the building and catch her before she hit the ground.

"Alright, everyone get out of here! Hurry!" he shouted, not paying attention if they could understand him or not. Spider-Man turned back towards the plaza, where, much to his dismay, Loki appeared to be winning the fight. He had just knocked Cap across the plaza and was about to run him through with the razor-sharp blades of his scepter.

"Oh no you don't!" Spider-Man shouted, shooting a web right at Loki's face. The God of Mischief stumbled back at the sudden substance now stuck to his face, giving Spidey the opportunity to pounce. But Loki recovered much quicker than Spider-Man had anticipated, ripping the webs off his face and knocking his new assailant aside with the blunt end of his scepter. Now Spider-Man discovered that Loki was also much stronger than he looked, as the force of his blow sent him head first through a stone bench.

"More heroes I see." Loki snickered. "And who might you be?"

"I'm the guy you just gave a concussion to," Spider-Man retorted, dazed from the blow. "Who do you think I am, Jerry Seinfeld?"

Loki, evidently unimpressed with Spider-Man's sense of humor, knocked him to the ground again and moved the blades of his scepter to the Web-Head's throat. Spider-Man tried to think of a way out of this mess, but he kept getting distracted by something. At first he just thought it came from his head injury, but then he noticed Captain America, who had just gotten back up and was running to Spider-Man's help, begin to look around in response to the noise. Straining his ears, Spider-Man began to register the noise as music. But not just music it was…

 _ACDC?_

After a couple more seconds of straining his ears, Spidey's guess proved to be 100% true.

 _Shoot to thrill, play to kill!_

 _Too many women with too many pills!_

 _Shoot to thrill, play to kill!_

 _I got my gun at the ready, gonna fire at will!_

 _Yeah_

Now Peter could see something approaching them. It sounded like some kind of jet, with visible rockets flying it through the air. But was far too small, almost like a missile. Suddenly, _BAM!_ A beam of golden energy blasted from the flying object, sending Loki slamming into the steps behind him. As Spider-Man pulled himself to his feet, his rescuer landed in front of them, blaring ACDC while rocking a red and gold suit of powered titanium armor.

Anthony Edward Stark, a.k.a., Iron Man.

 _I'm gonna shoot to thrill!  
Play to kill!_

As his song was warping up, the armored billionaire inventor rose to his feet while he unveiled the plethora of weapons concealed in the exoskeleton. Missiles, lasers, various other high tech projectiles, all aimed right at Loki.

"Make your move, reindeer games."

Clearly smart enough not to fight all three men at the same time, Loki made no move for his scepter, instead raising his hands. As he did so, he began to glow with golden light, changing his regal attire into the more casual outfit Peter had seen in the file. His scepter also shrank about a meter in length. His enemy unarmed and surrendered, Iron Man returned his arsenal back to its original place. "Good move." He said as Captain America and Spider-Man, still catching their breath, came up behind him.

"Mr. Stark."

"Captain."

 **Iron Man is here!**

 ***Yes, I gave the Hitler actor form** _ **the First Avenger**_ **a name, just in case you're curious.**

 **Also, if anyone's wondering when I'm finally going to get back to Wolverine, don't worry, he'll be back next time!**


	7. Ch 6: Unexpected Guest

**To those reading this on the day of publication, Happy Thanksgiving week, everyone!**

Chapter 6: Unexpected Guest

Barely five minutes after Tony Stark had arrived on the scene in his signature Iron Man armor, the heroes were on their way back to the S.H.I.E.L.D Helicarrier, a fairly cranky Asgardian in tow. Spider-Man found the unmatched excitement he had experienced earlier slowly returning to him, this being the _third_ world-class superhero he had met over the course of two days. Apparently, Stark had been asked back onto S.H.I.E.L.D.'s special project, if only as a consultant, though he had never confirmed his return. Not that anyone was complaining about his sudden arrival, otherwise Spider-Man and Cap would have ended up on the wrong side of Loki's staff. Underneath his mask, Peter couldn't help but smile with excitement. He couldn't wait to get back to the Helicarrier, change back into his casual wear, grab MJ and extend his hand to the genius behind some of the world's most advanced technology to date.

Unfortunatly, not everyone on the Quinjet was in such a good mood as Peter.

"Would you like to take a few minutes to explain what the hell you were just doing?" Agent Romanoff almost shouted as Spider-Man was about to collapse onto one of the seats opposite of the silent Loki. "You nearly jeopardized this entire mission!"

"Jeopardized? I just saved a dozen people from falling pieces of skyscraper! Last I checked, that was my job!"

"Your "job" was to wait here and be ready to help Captain Rogers if he needed it."

"I seem to recall doing that, too."

"Only after Loki had practically won." Romanoff retorted with a stern tone.

"Romanoff," Captain America spoke up. "Spider-Man's right. I can take care of myself and those people could have died. He did the right thing.

"If you could take care of yourself then how was Loki…"

"Hey, hey, hey," Tony Stark interjected, helmet sitting on a shelf in the side. "The kid's got talent, he saved the day, no need to get worked up about it."

" _You'd know all about that wouldn't you, Mr. Stark_ " Nick fury's voice came riveting through the Quinjet just in time to meet Stark's snarky comment. Peter recalled Agent O'Grady telling him that, while trying to recruit Tony Stark to the Avenger Initiative, Fury had had a few intense, occasionally amusing bouts of banter, a practice that apparently had yet to die. " _Romanoff, our friend saying anything_?"

"Not a word." The spy answered, her voice carrying the words on an irritated tone.

" _Just get him here, we're low on time_."

By now, the jet was approaching the Pyrenees, just several hundred miles away from the Helicarrier. But between Agent Romanoff's clear problem with his mannerisms and the incredibly dangerous criminal siting across form him, Spider-Man could not help but feel like this was going to be a long trip.

Something about him had definitely rubbed Romanoff the wrong way about him, but Peter couldn't figure out what it was. Was it his maturity? His approach? Peter had no idea. _Maybe she's just in a bad mood and venting it on me?_ Peter thought to himself. He remembered that she had been looking at a particular screen back on the Helicarrier, the one with the compromised agent called Clinton Barton. Peter guessed that whoever this Barton guy was, he and Romanoff must have been close. Why else would his sudden rogue nature have her so worked up? Peter made a mental note to himself to ask her about him later. _Or maybe ask MJ to ask her for me._ Peter laughed to himself.

"I don't like it." said Captain America, his sudden comment snapping Spider-Man back to reality.

"What?" asked Stark. "Rock of Ages giving up so easily?"

"I don't remember it being that easy. This guy packs a wallop."

"You can say that again." said Spider-Man as he rubbed his bruised head. Indeed, Loki had turned out to be much more powerful and dangerous than he had expected. But Peter could tell just by looking at him that Loki was more of a planner than a fighter, and he definitely did not want to see what the fighters were like.

"Still, you are pretty spry for an older fellow." Stark said. "What's your thing, Pilates?"

"What?"

"It's like calisthenics. You might have missed a couple of things doing time as a Capsicle."

Spider-Man rolled his eyes. He should have known that if anyone was going to make jokes about how old Captain America _should_ be, it would be Tony Stark. Peter may have been an avid fan of Stark's technological brilliance, but he was also fully aware of the cocky billionaire whose daily habits would more than likely earn him a daily scolding from Aunt May.

 _Reason this is going to be a long night #3; modern-day scientific smart-aleck vs. old-fashioned reasonable soldier._

"So," Spider-Man spoke up. "What are you doing here? Fury never said that you were coming."

"Yeah, there's a lot of things Fury doesn't tell you." Stark said with a bored tone, as if speaking form experience. Spider-Man chose to ignore it for the time being. Ever since Fury had first come to him asking about his special program, Peter was sure that there were things the one-eyed spy wasn't telling him. But he was an intelligence agent, so secrecy was almost a guarantee. Besides, Fury had given him no reason to not trust him.

Not yet at least

"Love the suit by the way." said Stark, gesturing to the red, black and blue spandex covering the younger hero. "It's a little rustic, clearly on a budget, but not too shabby."

"Thanks, I made it myself." Spider-Man replied with pride. _Iron Man likes a guy in a repurposed wetsuit? Who knew?_

"Huh, two homemade suits out of three, not bad. No offence to you of course." Stark said, turning to Captain America.

"None taken."

"You know kid, it think I have something at home that might…"

Stark's words were interrupted by a sudden rumbling noise coming from outside. It sounded like thunder, but from what Spidey could see, there was no sign of a storm anywhere.

"Where's this coming from?" Agent Romanoff asked as she looked at the brewing storm.

Suddenly, _CRACK!_ A bolt of lightning shot across the sky, bathing the interior of the jet in bright white light. Spider-Man and Captain America both turned back to see that Loki now bore an incredibly nervous look on his usually calm face.

"What's the matter?" Cap asked the Asgardian. "You scared of a little lightning?"

"I'm not overly fond of what follows?"

Spider-Man was about to ask what he meant when a loud thud came from the roof of the jet. Something had hit them, and whatever it was had hit hard enough to cause everybody to stagger a little bit. Stark reached over to the nearby shelf and picked up his helmet, the piece of golden titanium sliding flawlessly onto the man's head befor he walked towards the door.

"What are you doing?" shouted Cap as he slid his own blue mask on. But Iron Man ignored the soldier and opened the back door, clearly wanting to fight whatever was out there. Then, out of nowhere, something jumped from the top of the jet onto the ramp. Only now Spider-Man could see that it wasn't a thing that hit them.

It was a man.

Taller than anyone else on the aircraft, he was heavily built with long blonde hair and a small but thick beard to match. He wore a metal chestplate and wrist guards that vaguely resembled Loki's, only his were silver instead of gold. A long red cape hung from his shoulders, and he carried what looked like a massive mallet in his hands. But worst of all, he looked angry.

 _I guess we're going to see what the fighters can do, anyway._

As the unknown assailant advanced, Iron Man rose one of his hands, beginning to charge one of his trademark repulsor rays. But before he could squeeze of a shot of golden energy, the man struck the armored inventor with the end of his hammer. This man must have been much stronger than he appeared, for the force of the blow sent Iron Man flying backward into both Captain America and Spider-Man, knocking them over like bowling pins. Spider-Man quickly recovered and got to his feet just in time to see the man with the hammer seize Loki by the neck and pull him out of his restrained seat.

"Hey, you!" Peter shouted. There was no way he was letting Loki get away from them. He was the only one who knew where the Tesseract was, and if they lost him, they lost the cube as well. Quickly, he shot a web from his hand as it stuck to the unknown man's cape. However, just as he had done this, Loki's rescuer launched himself out of the jet, pulling the web-head with him.

"PETER!"

Captain America's cry was drowned out by the thunder running rampant in Spider-Man's ears. The one who initially planned on pulling the hammer-wielding man back into the jet now found himself holding on for dear life as they tore through the sky. The initial pull alone had almost pulled Spidey's arms out of their sockets, and now he had his hands in a vice grip on the string of web, not daring to let go. It was as if he was holding onto a full-speed subway train. Whoever this guy was, he was _not_ human. As the trio continued to fly forward (they had been in the air way too long for it to be considered falling), Spider-Man slowly began to inch his way up the web. Maybe, just maybe, he could reach this man and convince him to let Loki go.

"Hey! HEY, YOU!"

Spidey must have been yelling quite loudly, because the man with the hammer turned to see him hanging there in spite of all the noise.

"COULD YOU PLEASE PUT HIM…"

But the man did not bother to respond to Spider-Man's request. Instead, he began to reach for the piece of web stuck to his cape.

"Wait, no, no, no, No, No, No, NO, NO, NO, NO, NO!

Too late. The web string was effortlessly ripped from the cape, and with nothing propelling him forward, there was only one place he could go.

Down.

"AGGGGGGHHHHHH!"

Gravity took over the web-head's body. Spider-Man soon found himself plummeting towards the Earth's surface, surely to be reduced to paste the moment he struck the ground. He tried to look around for something he could use to break his fall, but it was so dark he could barely see anything. There were no bright city lights to give him sight here, only miles upon miles of trees and mountains.

Then he saw something. One particularly large piece of rock was jutting out from one of the mountains, directly below him. With no time to waste, Spider-Man shot a web out to the protruding stone. As soon as he was sure it was stuck, he threw all of his weight over to one side of the cliff, hoping and praying that this plan would work. As he fell past the rock, the web rope went taut, swinging him under the cliff and up around in a death-defying loop. He was still going incredibly fast, but he was now going slowly enough that he would not die once he hit the ground.

 _Ha ha! The Amazing Spider-Man lives agai…_

 _SNAP!_

Spidey looked behind him in horror. The web had been strong enough to break some of his fall, but the stress had still worn it out much faster than usual. No longer was Spider-Man spinning around a cliff face. Now he was hurtling through the trees, smashing through branches like a semi-truck. Peter hadn't screamed this loudly since the time Harry had convinced him to watch _the Exorcism_. Thankfully, the screaming ended before he could lose his voice, if only because, the moment he stopped rolling, there was nothing but black.

Logan pulled his motorcycle over to the side of the road. He had been driving non-stop for the past few hours, and even a he needed to rest once in a while. It had been a week since Coulson had tried to talk him into joining S.H.I.E.L.D.'s special super-group or whatever it was called, which had left him in a sour mood ever since. Given his disposition for the past year, that was saying something. Somehow Fury's efforts to bring him into service were making him feel even worse, bad enough that he had left Edinburgh and headed straight for France of all places. The guys at customs being a pain in the ass didn't help either. But even with all his anger towards these fancy government punks, something in his mind kept telling him that he should reconsider. As he lit a cigar, Logan couldn't help but think that, as much as he didn't want anything to do with Fury, he was still being dishonest with himself. A year ago, he had devoted almost everything to fighting to save people, human and mutant alike, from men like Magneto and Stryker. Now there was something going on, something that obviously be putting people at risk, and he was choosing to do nothing at all.

 _Screw it,_ Logan thought. _Saving people. Being a hero. If it really worked as well as they say, Jean and the Professor would still be alive. If Fury needs help, he can ask that bug idiot in New York._

Logan took one last look at his surroundings. If he was that kind of guy, he probably would have commented on the fantastic view from the mountain. Maybe he could stay out here for a little while, away from civilization. All he needed was a little camping gear. At least here he could get some peace. Snuffing out his cigar, Logan took a deep breath of fresh, smoke-free air.

He didn't count on his ears picking up as well though.

"The humans slaughter each other in droves while you idly fret. I mean to rule them, as why should I not?"

"You think yourself above them?"

A puzzled look came across Logan's face. He had heard words similar to these before, back in Jean's old neighborhood. But this was no Charles Xavier and Erik Lensherr. These were different voices, younger and livelier. Logan rolled his eyes. He had spent the past couple of years living this kind of argument and he had no intention of being reminded of it.

 _It's probably a couple of stupid kids who took Magneto seriously. While I'm here, I might as well convince these two to cut the crap before they do something they'll regret._

He trudged over in the direction of the voices, missing a few of their comments amidst the bickering. When he finally caught sight of them, though, he was surprised of what he found. Logan had been expecting to find a pair of young punks in generic outdoor gear, the kind that made up most of Magneto's army. But these men were anything but that. In fact, they seemed rather regal, wearing clothes made of fine material and sporting elaborate designs. One was a heavily muscled giant with long blonde hair and a beard. He wore a silver and dark blue metal chestpiece with matching wrist guards and a long red cape. The other was muscular, but noticeably leaner, with black hair and a suit and jacket of black, gold and green. Logan, now hiding behind a rock had missed the last remark, but the black-haired man seemed to have become somewhat angry.

"I have grown, _Odinson_ , in my exile! I have seen the true power of the Tesseract, and when I wield it…"

"Who showed you this power?" The blonde man, Odinson apparently, interrupted, his voice a mixture of stern and concern as he approached his companion. "Who controls the would-be king?"

"I AM A KING!" the black-haired man shouted.

"NOT HERE!" Odinson yelled as he seized the other man by the shoulders. Logan tensed up, ready to jump if needed. Among the many things he had hoped to leave behind at the school, fighting was (for the most part) one of them. Still, the claws in his hands peeked ever so slightly out from their fleshy sheathes.

"You give up the Tesseract!" Odinson yelled. "You give up this poisonous dream!" Then, slowly, his left hand moved from his companion's shoulder up to his head. While Logan could not see his face, Odinson's next words seemed like he was close to crying.

"You come home."

Logan began to relax his hands. Whoever this guy was, he was more like the Professor than he thought. The other guy had clearly done something very bad involving this "Tesseract" thing, but Odinson, despite being angered by it, still had hope for the best. Charles would have been proud to see a guy like him.

The man in green must have also been a Magneto clone as well, as he responded with nothing more than a sarcastic laugh. Grinning from ear to ear, he looked at Odinson dead in the eye and calmly said, "I don't have it."

Back to angry. Odinson shoved the other man away and thrust out his hand. Suddenly, a giant mallet came out of nowhere and flew into his hands. Now Logan's danger instincts kicked back in as he emerged from his hiding place. _Okay, definitely a mutant._

"Whoa, whoa." Logan called out to the two men standing dangerously close to the cliff edge. Both were clearly shocked by the sudden appearance of a complete stranger.

"Who are you?" Odinson asked, more puzzled than threatened.

"Nobody," Logan replied, "I just know from experience that arguments turn ugly when one guy pulls out a hammer."

The black-haired man chuckled again. "Fret not my friend. Thor here simply needs something to bring me home, but I've sent it off, I know not where."

"Thor, huh?" Logan said, looking again at the blonde man's clothes and mallet. _That explains a lot_.

Thor Odinson turned back to his brother, this time pointing his hammer directly at his brother's face. "Listen well brother. I.."

 _BAM!_

Without warning, something shot past Logan's face, followed by a small flash of light. It was only himself and Thor's brother standing on the mountain, the faint smell of motor oil in the air.

"I'm listening."

N **ext time: Superhero slugfest!**

 **Please continue to Like and comment!**


	8. Ch 7 :Clash of Champions

**Hey guys, I'm back!**

 **I am so, so, SO SORRY for the delay. With my college semester winding down and everything with my family, I barely had any time to write in the past month. No to mention I found myself distracted with ideas for my next big project. But with the New Year coming around, I was determined to GET THIS THING DONE!**

 **But the chapter is finally done, and it's time for a good old fashioned brainless brawl.**

Chapter 7: Clash of Champions

 **5 MINUTES EARLIER**

 _Ughh…anybody get the number of that bus?_

Spider-Man's whole body was aching. He felt as though he had been run over by an elephant stampede and smashed by a falling steamroller. Then again, Peter could only guess that that was what falling hundreds of feet and plowing through a forest in the middle of nowhere did to you.

 _Note to self_ , he thought as he struggled to regain his senses and sense of direction, _do_ not _try to talk sense to guys who can fly and swing hamm…_

Loki.

 _Aw, crap._

The flying man still had Loki. If they lost him, than the Tesseract would be lost too. Willing himself to stand up straight, Spider-Man started to run, ignoring the pain in his legs. He had to find Loki, and he had to find him fast.

 _How could I be so stupid?! I should have waited for Cap to come up with some kind of plan!_

Spider-Man continued to curse himself with every bound he took. But even with his incredible speed, he knew that there was no way he was going to find that flying man at the rate he was going. He needed some kind of boost, something to swing himself forward, anything to quicken his pace.

Suddenly, his Spider-sense picked something up. Something was approaching him at a very high velocity, and making a great deal of noise as well. Turning around, he saw the answer to all his problems coming to a halt right behind him. Glowing reactor and all.

"Need a lift?"

"I thought you'd never ask!" Spider-Man shouted as he jumped up and grabbed Iron Man's wrist. The two took off into the sky in the direction that Loki's kidnapper had flown, scanning the area for any trace of where he might have gone. This time, the web-head felt a lot more comfortable flying through the air since he was being carried by an advanced piece of machinery rather than dangling form a thin web line attached to a guy's cape. In fact, he would even say it was kind of fun.

"See anything?" he yelled up to Iron Man.

"Nothing yet." Stark replied. "It's mostly just woods out…wait a second." The titanium helmet glanced slightly upwards towards a particularly large rock formation. "There's three heat signature at the top of that mountain. Looks like blondie brought backup."

"Another one? Oh great!" One of these guys was bad enough, and given how easily he had blown past himself, Iron Man and Captain America to get to Loki, Spider-Man didn't want to know what this other guy was bringing to the table.

"So, did Cap give you a plan of attack or something?"

"I have my own plan…attack!"

"Attack? What do you mean-"

But before the Web-slinger could voice his concerns over this reckless approach, the firm grip on his wrists vanished, sending him plummeting to Earth's surface for the second time that day. Fortunately, they were nearing the mountain at this time, so the fall form Stark's grasp was not as bad as it would have been if there was nothing, though Spider-Man still had to roll in order to minimize the impact.

 _Oh sure, leave it to Tony Stark to come up with a strategy._

Peter admired Tony for his genius and his achievements, but good God, he made the worst decisions possible.

Logan was confused beyond compare at what was going on. Just a minute ago he was considering pending a month or two in the woods to help him clear his head, and now there were two guys dressed like they came out of Tolkien book bickering about cosmic power or something like that, one of whom had just been knocked out of the sky by what could only be some miniature jet. And he was still standing here like an idiot with the guy in green.

"Well," the man in green said, "that was certainly an unexpected interference." He looked over to Logan before saying, "You wouldn't by any chance know a way out of here?"

Logan groaned and turned back towards his motorcycle. The other man seemed less than enthusiastic about being ignored.

"I don't believe you heard me, mortal."

"I don't believe I care."

"Come back here and-

 _THWIP_

"Okay pal, playtime's over."

This sudden third voice caught Logan's attention. Whipping himself around, he saw the man in green leaning against a nearby rock, his right hand working at his left wrist as if something was stuck to it. Looking to his left, Logan saw what appeared to be a young man wearing some kind of wet suit and mask. Even in the poor light, Logan could tell that the suit was blue and red, with strange markings all over it in some kind of net formation. But the most noticeable thing about this getup was undoubtedly the mask. Like the rest of the outfit, it was red with that strange net pattern, but the eyes were massive, these giant white spots that made it look almost like an insect.

"Oh," the man in green said, "it's you."

"The one and only." The newcomer said. "Now come on, you're coming with me."

Logan was beyond confused at this point. "Who the hell are you?" he asked as he walked towards the man in the mask. He turned to face Logan, allowing him to observe just how ridiculous the mask made this guy look. Now Logan could also barely see some kind of symbol on his chest, which looked like a big black spider.

"I'm just the guy bringing Loki here in. It's all good, I've got it covered."

 _Loki? What kind of stupid name is that?_

"Sorry if I'm being blunt, but generally I have a problem with just tying people up and yanking them away."

"Hey, I don't think you understand. This guy is very dangerous and he's coming with me."

"Look, kid," Logan said after a roll of his eyes. "I just ran into this guy, and he and his friend look like they belong at a Renaissance fair, not ADX."

"Okay" the guy in spandex replied, clearly trying to sound serious even if he didn't look serious, "I know this sounds really crazy, but this guy-"

 _BAM!_

Logan's patience had worn to the point that he just had to do _something_ to cool off. A quick punch to this kid's face may have been a little harsh, but it was better than fuming all the way down the mountain. As the masked man winced and held his face, Logan walked over and freed Loki, whose hand had been stuck to the rock by some kind of sticky string.

"There, now get yourself out of here." As Logan turned back towards his motorcycle, Loki, still rubbing his hand, looked over at their unwelcomed guest, still rubbing his nose.

"Was that truly necessary?" he asked.

"No," Logan replied, "But it made me feel better." He had had enough stupid things going on today to care what happened next. Loki and their still missing acquaintance with the hammer could solve their problem by themselves for all Logan cared.

 _I just hope I can get out of here before something else falls from the-_

 _THWIP_

Logan suddenly felt something strike his back. It wasn't very strong, but it could still be felt through Logan's jacket. Before the clawed mutant could react, he was yanked backwards off his feet and into a nearby rock. His body slammed into the stone and crumbled to the ground. Thanks to his Adamantium skeleton and healing factor, the damage was relatively minimal. But it still hurt like hell. Pulling himself into a sitting position, Logan reached for his back and felt something there, revealing more of the sticky thread that had been used to restrain Loki. _This guy must really like spiders or something._

The next thing Logan heard was the masked guy shouting from nearby. "So, you think we're even?"

 _Okay, that's it!_

Logan pulled himself back to his feet with one really pissed off frown on his face. Ever since he left the X-Men, Logan had tried to avoid getting into fights for no good reason, but if this kid wanted to play rough, fine! Without second thought, Logan cracked his neck and six razor-sharp claws ripped out of his knuckles.

"Oh no." the guy in spandex groaned.

Logan began to walk towards the masked man, silently hating himself for getting back into this stupidity yet again. Hopefully this stupid spider guy would be scared of the claws and run away before he did something stupid.

But he did not do that. Instead, he jumped forward and gave a kick to Logan's abdomen, causing the mutant to double over. Always quick to recover, Logan swung his right claws towards his adversary's face, which he just barely dodged. But Logan was ready for him, and made a quick, light slash against his shoulder. As his opponent was yelling in pain, Logan pulled his claws back into his hand, grabbed the kid by the arm, and flipped him onto the ground. Now immobilized, the kid could do nothing as Logan pointed one set of claws inches from that stupid mask.

He could end him. He could puncture his skull right here and call it a day.

But he couldn't. He wouldn't.

 _I'm not that guy anymore! I'm not a killer, I'm not the Wolverine. Wolverine is DEAD!_

"Please don't make me do this, kid."

Then, without warning, a massive flash of light caught Logan's eye. Looking up, he saw what looked like a bolt of lightning coming down from the sky into the middle of the woods. It was incredible. Not even Storm could produce lightning like that. Something was going on down there, and Logan figured that, given that his attacker had taken him in that direction Thor had something to do with it.

Unfortunately, that was all the distraction this "spider man", as Logan was now calling him, needed to throw Logan off him and sliding over the edge of the rocks. Luckily for Logan, he dug his claws into the rock just in time to stop his fall, and used his free hand to grab the spider man and yank him over the edge as well. No sooner had he started falling that Logan felt another one of his sticky strings strike his back and pull him with him, sending both man tumbling down the mountain and into the forest below. Just as luck would have it, the spider man jumped into one of the trees and landed comfortably while Logan got caught in a low-hanging branch. Logan was not one to be content with staying stuck in a tree and forced his way out of his leather jacket, face-planting into the ground.

Now Logan was beyond angry. Now with just a white undershirt on, he jumped to his feet and charged the punk in the tights, viciously slashing at him like he was a jungle underbrush. But miraculously, the kid was, just barely, dodging every one of his cuts, the claws leaving nothing but deep incisions in the tree bark. It was like some movie Logan had seen once, where his moves must seem like slow motion compared to who he was fighting. He looked like he was flipping and flailing around, yet was pulling off perfect dodges and body contortions to evade and dodge every one of his slashes. Nobody, not even that Nightcrawler guy who had helped them against Stryker, could possibly be this fast. The only thing that kept Logan from getting angrier was that he could tell that his opponent was pushing himself to the limit in order to pull this off. It got even worse when he grabbed one of Logan's wrists and twisted it into a bind and following it up with an uppercut. The strike sent Logan stumbling back a few feet, but when he looked up, his opponent was rubbing his wrist like he had just punched a brick wall.

Or an Adamantium jawbone.

"Nice try, kid!" Logan shouted as he ran forward and tackled his stunned adversary. As both men fell to the ground, Logan pulled his claws in and started pounding the spider man in the face, one powerful fist after another. This guy could take a lot, but not as much as Logan could dish out. But Logan sure as hell did _not_ want to dish out that much.

 _Please tap out! Please don't make me do this!_

 _CRASH!_

Déjà vu all over again. A sudden loud noise distracted Logan long enough for the man in spandex to escape and regain the upper hand. He must have been a lot stronger than he looked, for he managed to throw Logan into a log several yards away. By the time he regained his composure, he saw an entire tree fall onto the ground. Straining his eyes to see in the dark, he saw a blonde man in a red cape (clearly Thor) approaching another form getting up. Whoever his hammer-wielding acquaintance was fighting, he appeared to be wearing a gleaming suit of red and gold armor.

 _Wait a minute,_ Logan thought. _Suit of armor, smell of motor oil, ungodly amounts of destruction…_

Stark.

Tony goddamn Stark.

Iron Man.

Every time Logan saw a picture of that pompous schmuck, he felt like scratching his eyes out. That last thing he needed was to be associated with a drunk rich boy with a weapon of mass destruction.

Thor approached Stark and began to unleash a series of punches onto the metal shell. Logan was about to egg him on when something stuck to his face, allowing stark to retaliate with a quick energy blasts. Logan next saw the man in the spider suit running up to him and kicking him to the ground.

"That's for the drop, pal!"

"Ah, Spider-Man," said Stark as Logan swore under his breath for that actually being the kid's name. "What took you so long?"

"Him," Spider-Man replied, gesturing to Logan, "that's what."

For once that night, Logan chose to ignore the colorful punk and ran over to help Thor to his feet. He may have just met the guy, but Logan knew that he trusted him a lot more that the two guys next to them.

"You alright, bub?"

"I have endured worse." Thor groaned as he retrieved his hammer. As soon as the regal warrior was back on his feet, the two pairs of men stared intently at each other for a bit, a growing sense of danger filling the air.

Logan turned towards his new companion. "You mind if I give you a hand with this asshole?"

"Be my guest"

The four powered individuals charged at each other like the Giants and Cowboys. Logan wasted no time in leaving a few marks on Stark's precious armor, though he paid for it with a painful blast to the face. Thor appeared to be having just as much difficulty with Spider-Man's speed as Logan did, but the caped man's strength more than made up the difference. The two team kept jumping from opponent to opponent in a frenzy so wild that Logan couldn't keep track of who was fighting who. Not since Alcatraz had he been in a fight this intense. Still, he stayed careful enough not to put his claws so deep he might regret it. That didn't stop him from carving Stark's titanium back like a Christmas ham before the billionaire blasted him off. Logan jumped back to his feet and began slashing at Spider-Man yet again as Thor and Iron Man continued to beat each other. The mutant proceeded to quickly kick Spider-Man away a short distance as he made a go for Stark's golden face.

"HEY!"

Before Logan's claws could meet their mark, something fast knocked his hand out of the way. He looked around to see the same unidentified object striking Spider-Man, Iron Man and Thor before flying up to a downed log. It took Logan a minute to fully realize who had joined the party. It was a man in a blue uniform with red and white segments along the abdomen. He wore red boots and gloves with a blue helmet/mask on his head with a big white A on the forehead. A circular red, white and blue shield with a star in the center rested in his left hand.

Captain America

"That's enough!"

Logan couldn't believe his eyes. _So those stories in the news were true._ All the other men here appeared to just be punks and losers with fancy toys. But if Captain America was involved, then something serious must be going on.

The living legend jumped down from his perch to join the quarreling combatants. "Now, I don't know what you plan on doing here."

"Hey, I can explain," Spider-Man chimed in as he pointed towards Logan and Thor. "These guys-"

"I'll get to you in a minute." Captain America interrupted, a slightly irritated tone in his voice. He then turned to Thor. "Now, what's your story?"

"I've come here to put an end to Loki's schemes."

"Then prove it." The captain said. "Put that hammer down."

This time it was Stark's turn to interrupt. "Uh, yeah, no. Bad call! He loves his-"

Stark didn't have time to finish his remark, for Thor sung his hammer around to send the armored billionaire crashing into yet another downed tree.

"YOU WANT ME TO PUT THE HAMMER DOWN?!"

"Thor wait!" Logan yelled. But it was too late. Thor had already leaped into the air with his giant mallet raised high as the soldier ducked behind his shield. Logan rushed to pull Captain America out of the way, unsure if even that legendary shield could take a hammer like that. Spider-Man apparently had the same idea, for he also rushed towards the captain.

Too slow, too late.

The hammer slammed into Captain America's shield with an ear-splitting CLANK and a flash of blue light. Almost instantly, a massive shockwave erupted from the point of impact, sending all three men flying backward as if a bomb had exploded. Logan's ears were ringing as he forced himself to his feet, and he could barely see two feet in front of him. By the time all his senses returned to him, he found himself in a strange sort of calm, standing in a circle with Thor, Spider-Man, Captain America and Iron Man. All five men, even the one who had just now shown up, were breathing heavily, and the lack of noise and movement made it immediately clear that the fighting was over.

"Are we done here?"

 **Happy New Year everybody! See you all in 2016!**

 **Please continue to Like and comment!**


	9. Ch 8: the Great Minds Convene

**Hello, !**

 **I cannot begin to tell you guys how sorry I am for how long this took. Turns out when a new semester starts, there's not a lot of time to sit down and write. Thank you all so much for your patience, and I promise I will get the next chapter out as soon as humanly possible.**

 **Warning: there will be mature language in this chapter**

Chapter 8: the Great Minds Convene 

The Quinjet's engine's came to a silent halt on the Helicarrier's deck, and the small collection of super powered beings emerged with their prisoner. As a sizable group of S.H.I.E.L.D. soldiers came to take Loki to a holding cell, Spider-Man bolted away from the rest of the group, which now included an irritable man with claws calling himself Logan and the caped man with the hammer calling himself Thor. Quietly slipping into a small room, he quickly threw his civilian clothes back on and ran up to the bridge, trying to look as inconspicuous as possible. As soon as the doors slid open, Peter saw MJ talking with Agent O'Grady right in front of the large conference table.

"So, did I miss anything?" he announced with a smile on his face, carefully concealing the fact that he had just gotten out of a fistfight with one very angry mutant and what he could only describe as a living god.

"Peter!" MJ exclaimed as she ran to hug her boyfriend. As she wrapped her arms around him, she accidentally put pressure on a rather large bruise on Peter's back, causing him to wince in pain. Startled by Peter's sudden reaction, MJ broke off the hug and a look of worry spread across her face. "Oh my God, are you alright? What happened?"

"It's okay, it's okay," Peter replied. "Just a little, uh, "occupational hazard" thing." Peter made sure to place emphasis on the last part, as his identity was still a secret from the majority of S.H.I.E.L.D.

"What kind of "hazard"?" MJ felt compelled to ask

"Long story involving a couple new friends." Peter said with a sarcastic grin. _No kidding by the long story part._

Logan trudged off into the Helicarrier depths just for a chance to get some time to himself. It was bad enough that he was getting pulled into this hero nonsense again, but now, according to what he had heard on the plane, it involved aliens or magic or some other who-knows-what that this Loki guy had on him due to some all powerful weapon used in World War II. It also didn't help that his favorite leather jacket had been ripped to shreds during the fighting. Then again, Captain America was involved somehow, so it couldn't be all bad. Something in the back of Logan's mind was telling him that, at least to some degree, he had to respect the soldier for everything he had done, even if it amounted to a lot of trouble.

"I see you finally reconsidered." a voice said behind him. Logan turned to see the annoyingly pleasant face of Agent Phil Coulson standing behind him.

"Oh, it's you." Logan groaned. "Listen, I'm just here because I with Hammerhead when he kidnapped his brother. As soon as you guys are done with me, I'm out of here."

"It's a shame," said Coulson, "You could have been very helpful."

"Yeah? Well Fury and I have very different opinions on what "helpful" means." With that, the former X-Man strutted off. But he didn't get far before Coulson called to him again.

"Where do you think you're going?" he asked.

"To have a little chat with your boss."

"Not it that, you're not." Coulson said, indicating Logan's torn jeans and tattered undershirt. Not exactly professional attire for a government intelligence base.

"Well," Logan almost snapped as he indicated a group of blue-clad S.H.I.E.L.D. agents, "I'm sure as hell not wearing one of your stupid pajamas."

"Not to worry," Coulson coolly responded. "I took the liberty of designing a special uniform for you if you changed you mind."

Logan's irritancy quickly morphed into puzzlement. "Uniform? What uniform?"

Almost on cue, Coulson pressed a button on a nearby door, opening up to a room. Looking inside, Logan saw a collection of standard S.H.I.E.L.D. uniforms lined up against the walls. But Coulson was pointing to a display case at the very back of the room, and the sight of it caused Logan to turn the S.H.I.E.L.D. agent, his face a mixture of anger and terror.

"No… _fucking_ …way!"

"So let me see if I got this right" Mary Jane said as Peter finished his story. "The guy you went to Germany to arrest was kidnapped by a flying man with a hammer, who just happens to be his brother, you went after him, and then got into a fight with a mutant with claws."

"Yep, that's pretty much it." replied Peter. The couple had been sitting on the bridge for roughly half an hour as Loki was being taken care of. Peter had wanted to get back to the lab as soon as possible to help Dr. Banner find the Tesseract, but Director Fury insisted that he and the others be debriefed about what happened in Germany before anything else happened, especially concerning the two newcomers and Tony Stark. On the plus side, it gave him an excuse to talk to MJ for the first time in the past few hours as he rested from the fighting. There was just something about that beautiful face and sweet voice that let even the most painful of punches (Peter could have sworn they felt like metal) seem like a distant memory.

"Wow!" said MJ. "And I thought having a boyfriend with superpowers was weird. So tell me more about this guy with the hammer. You said he could fly or something?"

"Yeah, and he's a lot stron-"Peter stopped mid-sentence as the doors to the bridge opened. Thor had just walked into the bridge, talking with Agent O'Grady about something. Quickly adjusting his words, he looked back to MJ and said "Why don't you ask him yourself?"

MJ turned around, surprised at the sudden appearance of the Asgardian. O'Grady quickly stepped between them. "Thor, this is Peter Parker. He's one of our scientific consultants working to locate the Tesseract."

"Good. The more men you have searching for it the better." Thor walked up to Peter and placed a large hand on his shoulder. "Thank you for your efforts."

"Sure, no problem." Peter said a little nervous, remembering how this man helped beat the crap out of him a minute beforehand. Thor's eyes then turned to MJ, who was standing right behind Peter with an equally nervous face. Remembering the young woman, Peter quickly started talking again. "Uh, this is my girlfriend, Mary Jane. MJ, meet Thor."

"Oh, uh…heh heh," MJ stammered in the face of the massive warrior. "Pleased to meet you." She finished, putting out her hand for shaking. Rather than grip MJ's hand, though, Thor gently picked it up and gave it a light kiss.

"The pleasure's all mine, Mary Jane." Thor said through a charming smile.

Peter was about to crack a small joke about Thor and his girl when his ears picked something up. It sounded like a small group of people arguing, and it was becoming clearer and clearer as they walked closer towards the bridge. By the time they walked through the doors, Peter had deduced that it was Captain Rogers, Agent Romanoff, and Dr. Banner.

"…impulsive, irresponsible, he nearly jeopardized the entire mission…

"He's just a kid, give him a break. Besides he's been a big help."

"I think that there's a big difference between lab work and field work, doctor."

"Romanoff, he may be new to all this, but he can learn and improve. I've seen it happen before. I'm not willing to take him off of duty."

"Captain, please consider…"

"Consider what?" Peter had walked towards that door just as the three were walking in. He had heard enough to ask them a few questions.

"We were just discussing how you conducted yourself in the field, Peter." Cap told Peter, "nothing you need to worry about."

"I'd hardly call talking about kicking me out nothing to worry about!" Peter was starting to get rather angry with the people in front of him, though he turned directly to Romanoff first.

"Mr. Parker," Romanoff said, "please understand that this is a very serious organization that requires absolute professionalism."

"I understand that," said Peter, "but I think I should at least expect the people I work for to trust me enough to not talk about firing me behind my back."  
"Trust me kid, with these people, trust isn't exactly the Golden Rule."

Peter turned around to find Logan and Agent Coulson walking into the bridge right behind Cap, Banner and Romanoff. But he instantly noticed that Logan was wearing a strange outfit that he looked rather uncomfortable in. Only after looking at it for a moment did he realize that it was the same yellow and black jumpsuit he had found earlier before they left for Germany. The nodes on the gloves were more than likely places for his claws to come out of, and when combined with Logan's rather wild look, the suit made him look like some kind of animal, even without the unique mask. Regardless, the mutant looked in a fairly sour mood, even compared to when they first met earlier.

"What?" Logan asked roughly, noticing everyone looking at his suit.

"Nothing," Peter responded. "The suit looks cool, that's all."

"You like it?" the Canadian snapped. "You can have it."

"Relax, will you?" Agent Coulson interjected. "At least be happy it fits well."

"I look like an idiot."

Thor walked up to Logan. "Calm yourself my friend. I believe it represents your spirit well."

Logan glanced at Thor with an irritated expression before replying. "If you knew anything about what I've seen, bub, you wouldn't be so sure of that."

"Ladies and gentlemen," Agent O'Grady said over the noise of conversation. "if you'll take your seats, please."

Peter, with nothing better to do at the moment, took his seat between MJ and Cap. As Coulson walked out the door he just came in, O'Grady activated a small collection of screens built into the table. An image came up that showed everyone's least favorite person at the moment in a large circular room with glass walls that seemed to be suspended by clamps. Fury was standing on a catwalk right outside the room standing next to a control panel.

"In case it's unclear, "Fury said, "if you try to escape, you so much as scratch that glass…"As he pressed a few buttons, the floor right below Loki's cell disappeared, with the sound of roaring wind filling the speakers. What surprised Peter even more was that Fury had the lungs to still be heard over the overwhelming noise. "…IT'S 30,000 FEET STRAIGHT DOWN IN A STEEL TRAP! YOU GET HOW THAT WORKS?!" The floor panels resealed and the floor beneath Loki's cell returned. From the angle of the camera, Peter could see something of a smug smile on Fury's face as he gestured from the cell to the control panel. "Ant... boot."

Peter couldn't help but smile himself. Even if Loki was a powerful as he said he was, there was no way he was getting out of there. He wasn't sure why S.H.I.E.L.D. had such an extreme jail cell, but at least they could look for this glowing Nazi superweapon without otherworldly super-beings blasting them with lasers.

But much to Peter's surprise, and everyone else's for that matter, Loki did not look the least bit concerned with his imprisonment. In fact, he was grinning, as if he had just completed a five-star Sudoku puzzle in record time. He appeared to be looking at his cell the same way an art critic would examine a fine painting, that strange smile still on his face. Then he turned back to Fury.

"It's an impressive cage." Loki almost chuckled as he walked back to the center of the room. "Not built, I think, for me."

Now it was Fury's turn for a comeback. "Built for something a lot _stronger_ than you."

"Oh, I've heard." Loki replied as he looked up towards one of the cameras, effectively looking at everyone who was watching him. "The mindless beat, makes play he's still a man." Almost on cue, all eyes turned towards Dr. Banner, who was standing in the back of the room with a nervous look on his face.

Now Peter understood why the Helicarrier had a cell like that.

Loki looked back to Fury. "How desperate are you, that you call on such lost creatures to defend you?"

"How desperate am I?" Fury asked as he slowly, threateningly advanced towards Loki's cell. "You threaten my world with war. You steal a force you can't hope to control. You talk about peace, and you kill because it's fun. You have made me _very_ desperate. You may not be glad that you did."

Whereas other men would have backed away from such a statement, especially from someone as intimidating a Fury, Loki simply let out a small "Ooh." As if he were mocking Fury. "It burns you to have come so close. To have the Tesseract, to have power, _unlimited_ power. And for what?" Now Loki backed away from the glass, but he still was a relaxed and cool as ever. He looked back to the cameras, as though to address everyone in the conference room as well as Fury himself. "A warm light for all mankind to share. And then to be reminded what _real_ power is."

Peter couldn't help but be thrown back by Loki's attitude. He was sitting there in a bulletproof glass cell that could fall from the sky at any moment, and yet he was still talking like he was this great mastermind with everything going according to plan. _It's almost like he wanted to get captured. Why?_

Evidently, Fury was not as confident in Loki's ability to escape as he was, so gave a little smirk before throwing in one last remark as he turned to leave the green-clad Asgardian to himself.

"Well let me know if "real power" wants a magazine or something."

Even as the director of S.H.I.E.L.D. left the room, Loki did not drop his calm demeanor, looking one last time towards the cameras before the screens went out. Peter turned nervously to Captain America, who returned the look with a similar expression.

It was Dr. Banner who broke the silence. "He really grows on you, doesn't he?"

Logan simply grimaced. In all his years and all the countless enemies he'd faced, he had always considered Magneto to be the one person he could never predict. But now there was this guy, who seemed like the ultimate chessmaster. Logan honestly couldn't tell whether he really had a plan or if he was just trying to undermine everyone around him. Banner was right, Loki was growing on them, in the same way a new allergy grows into your system. You know something is bothering you, but you can't figure out what.

"Loki's gonna drag this out." said Captain America, sitting directly across from Logan with that younger man he was arguing with earlier. The soldier turned towards Logan and Thor, who was standing at the head of the conference table. "Logan, Thor, what's his play?"

"Don't look at me, sir," Logan said, dropping his usual aggressive persona to give the captain some much needed respect. "I just stumbled across Thor and Loki while they were bickering. All I heard was something about someone who showed him how to use that cube."

"He has an army, called the Chitauri" said Thor as he turned to face the table. "They're not of Asgard or any world known. He means to lead them against your people. They will win him the Earth. In return, I suspect, for the Tesseract"

"An army." Rogers repeated. "From outer space."

"So he's building another portal." said Banner.

Now Logan had heard enough to be royally confused beyond recognition. "Wait, wait, wait. Portal? What the hell do you mean "portal"?"

"The Tesseract does that." answered Banner's young lab assistant, who according to Coulson was called Peter Parker. "You see when heated to over..."

"Say it in English, kid."

Taken aback by Logan's bluntness, Parker paused for a minute before giving a shorter, but no less strange answer. "The cube's energy can be used to create a break in reality and open a door to another place. By the looks of it, it's powerful enough to create one to completely different solar systems."

Logan took a minute to process what Parker had just told him. "Still makes no sense, but I'll go with it."

Parker turned back to Rogers. "If he is building a new portal, that would explain why he would need Erik Selvig."

"Selvig?" asked Thor.

Banner answered Thor. "He's an astrophysicist. Loki has them under some kind of spell. Along with one Fury's agents, a guy called Clint Barton."

"Barton, too?"

Logan turned around to talk to the blonde warrior. "You know these guys?"

Thor nodded. "Selvig is a friend of mine, and I met Barton on my last trip to Earth. He's an honorable man and a fine warrior. I'd trust him with my life."

"I hear you." said one of the two red-haired women at the table, the spy called Natasha Romanoff.

Rogers interjected into the conversation. "I wanna know why Loki let us take him. He's not leading an army from here."

"I'm not sure if we should be too concerned with Loki right now." Parker replied.

"Peter's right," said Banner. "That guy's brain is a bag full of cats. You could smell crazy on him."

"Have care how you speak!" Thor snapped. "Loki is beyond reason, but he is of Asgard. And he _is_ my brother!"

"He killed eighty people in two days." Romanoff bluntly pointed out.

Thor's stern face faltered a bit as he found himself caught in a verbal bind. Looking down at his boots for a second, he gave a simple, if somewhat embarrassed, reply.

"He's adopted."

"That explains a lot." Parker whispered to the younger woman sitting next to him, who then gave a small giggle. Logan now found himself confused for a whole different reason; why would fury let some random lab assistant bring his girlfriend along to a secret government base? But as he had other things to worry about at the moment, he chose to ignore it.

"I think it's about the mechanics." Banner said, drawing Logan back to the situation at hand. "Iridium was stolen from the lab in Germany."

"Iridium?" asked Parker. "What do they need that for?"

"It's a stabilizing agent."

Everyone turned in the direction of this new voice, though the sight of the speaker made Logan give off an internal groan. Tony Stark, now dressed in a casual suit and tie instead of his infamous armor, was walking onto the bridge with Coulson, apparently attempting to have a casual conversation with him along the way. J _ust my damn luck, I guess._

"It means," Stark continued, "that the portal won't collapse on itself like it did at S.H.I.E.L.D." Not breaking his stride, the billionaire walked up beside Thor and Logan, giving each of them a light pat on the arm as he made his way to a set of screens at the center of the room. "Point Break, Freddy Kruger, no hard feelings, you guys got mean swings."

 _Wanna put your tin can back on and find out just how mean it is?_

"Also, it means the portal can open as wide and stay open as long as Loki wants." Now standing in the center of the massive room. Stark began doing what Logan knew he did best; horsing around. "Raise the mizzenmast. Jib the topsails." Now Stark was drawing the attention of everyone working on the bridge with his behaviour.

 _Is this some kind of game to him?_

"That man is playing _Galaga_!" Stark suddenly exclaimed, pointing to a man working at one of the many computers. Turning his head on instinct with everyone else, Peter did indeed catch a glimpse of pixilated spaceships before they instantly vanished from the screen. "Though we wouldn't notice, but we did." Stark continued his slight boast, almost like a kid tattling on one of his playmates. Peter couldn't help but grin a little bit. Never in a million years did he think that there was someone out there who could be so smart and yet so carefree at the same time.

 _If only I had the money to be like that._

Stark began to observe the various screens around him, but he was noticeably jerking his head back and forth, at one point covering up his eye. It was almost as if he was having a hard time reading the information in front of him. Now looking somewhat confused, he turned to Maria Hill, who was standing to the side of everyone else. "How does Fury even see these?"

"He turns."

"Sounds exhausting." Stark muttered under his breath. Regardless, he proceeded to punch a few numbers into the right screen as he continued talking. "The rest of the raw materials, Agent Barton can get his hands on pretty easily. The only major component he still needs is a power source of high-energy density. Something to kick-start the Cube."

"Since when did you become an expert in thermonuclear astrophysics?" Agent Hill asked dryly.

"Last night."

 _Sounds like my Chemistry final last semester._ Peter thought, remembering that he had to cram a majority of his notes into one night because he was trying to find a particularly elusive gang of bank robbers the same week. But when he looked around, he saw that everyone else was dumbfounded (except Logan, who had his face buried in his gloved hand for some reason), something that Stark clearly noticed.

"The packet, Selvig's notes, the extraction theory papers. Am I the only one who did the reading?"

Without warning, Peter's hand quickly jumped up.

"Good boy" Stark said with a small smile.

"Does Loki need any particular kind of power source?" Cap asked.

Dr. Banner, who had been pacing behind the table for a while, spoke up. "He'd have to heat the cube to a hundred and twenty million Kelvin just to break through the Coulomb barrier."

"Unless Selvig has figured out how to stabilize the quantum tunnelling effect." Stark pointed out.

"Well," said Peter, rising from his chair to join Dr. Banner, "if he could do that, he could achieve heavy ion fusion at any reactor on the planet."

"Finally!" Stark said as he made his way to Peter and Bruce. "People who speak English!"

Logan sighed, turning towards Cap. "Did that really just happen?"

Captain America shrugged as Tony Stark shook hands with his newfound peers.

"It's good to meet you, Dr. Banner." Tony said, elated. "Your work on anti-electron collisions is unparalleled. And I'm a huge fan of the way you lose control and turn into an enormous green rage monster."

An uncomfortable look spread across Bruce's face for a moment. Remembering who he was talking to, he simply shrugged and said, "Thanks." Clearly in an attempt to shift the attention from himself for the moment, he gestured towards Peter. "This is my lab assistant, Peter Parker."

Peter could hardly contain himself. It had been one thing to fight alongside Stark as Spider-Man, but now he was officially meeting him as normal Peter Parker. This was something that Peter could have only had insane dreams about when he was younger. "Mr. Stark," he said, not bothering to hide his excitement as he gripped the inventor's hand, "it's an honour to meet you."

"Pleasure's all mine, Pete." Tony replied. "I heard about you through Dr. Connors at ESU. Says you've got a lot of potential."

"Thank you, I…"

Before Peter could continue his conversation, Nick Fury returned to interrupt them.

"Dr. Banner and Mr. Parker are only here to track the cube. I was hoping you might join them."

 _Join us?_ Peter found himself on the edge of his figurative seat. First he got to meet Captain America, then he got to work with Bruce Banner, _then_ he got to fight alongside Iron Man, and now he was going to be working with Tony Stark as well. This was slowly turning into the best day of his life. If not of course for the obvious mistrust between himself and Agent Romanoff.

"Let's start with that stick of his." said Captain America, obviously referring to Loki's bizarre sceptre. "It may be magical, but it works an awful lot like a Hydra weapon"

"I don't know about that," Fury said, "but it is powered by the cube. And I'd like to know how Loki used it to turn two of the sharpest men I know into his personal flying monkeys."

"Monkeys?" asked Thor. "I do not understand…"

"I do!"

Everyone looked towards Cap with a surprised look on their face for the captain's sudden outburst. Stark was rolling his eyes, Logan looked absolutely baffled, and yet Rogers looked incredibly proud. "I understood that reference."

 _Oh, wait._ Peter took a moment to remember. _Guy from different planet and guy from past. Should've seen this coming._

Random moment aside, Tony gestured towards the hallway leading towards the lab. "Shall we, gentlemen?"

Dr. Banner smiled. "Right this way."

As the trio of scientists departed the bridge, Logan looked around in an attempt to make himself comfortable. If anything was certain, it was that he was going to be here much longer than he wanted. And this was going to be one very long trip.

"I need a beer." he groaned.

 **Earth's mightiest heroes are now all in one place! But are they ready for what comes next?**

 **Please continue to Like and comment!**


	10. Ch 9: What Are You Prepared To Do?

**Hey everyone, I'm back! It's been two months, but I'm back in business. Turns out someone should have warned me about hobbies in college. The ones you try to commit to slip your mind at all the wrong times, and new ones eat up your precious time, especially around exam week. But luckily for us, my semester will be ending soon, and I'll be able too…** _ **BANG!**_ **...OW!**

 _ **Well, it's about damn time! There have you been, man?**_

 **Deadpool?**

 _ **Who else, buddy? I've been bored out of my skull for the past couple of months waiting for you to update a hodgepodge of some of my company's greatest guys, and you just now decide to do it! I'M LOSIGN MY MIND HERE!**_

 **Okay, first off, it's not my fault, my schedule's a nightmare. Second, losing your mind isn't really a big loss Wade. And third, why the hell did you to shoot me?!**

 _ **Excuses, excuses, excuses, blah blah blah. Oh, by the way, when am I gonna make my entrance?**_

 **Uh, Wade, you're not in this thing. I'm trying to…** _ **BANG!**_ **…Ow, Jesus!**

 _ **Shut up and keep writing! I need my quality literature, people!**_

 **Oh, crap. Sorry everyone, I forgot that Deadpool has direct transdimensional access to all Marvel related works, official or otherwise. But we can all file our cosmic restraining orders later.**

 **Also, before anybody asks, I** _ **have**_ **seen the new trailers for Civil War and Dr. Strange, and they were awesome! Black Panther chasing down Winter Soldier on a motorcycle, Hawkeye shooting Ant-Man on an arrow, Doc and the Ancient One bending all of reality, friggin SPIDER-MAN STEALING CAP'S SHIELD!...Whew, I don't smoke and even I need a cigarette.**

 **Alright, enough procrastinating. Let's continue with our tale!**

 _ **Hey wait, my jasmine tea isn't boiling yet and the cat scratched up my fireplace chair!**_

 **Nobody cares, Wade!**

Chapter 9: What Are You Prepared To Do?

Peter could hardly concentrate on all the algorithms and equations he was cycling through. Most people would have attributed this to Tony Stark distracting them, but Peter was not one to get distracted easily. Not when he was being himself and not Spider-Man at least. No, this blow to his focus was the result of mental fatigue. Loki's scepter was giving off such extreme numbers that even a genius like Peter was having a difficult time wrapping his mind around the sheer magnitude. Still, he managed to get a huge amount of data collected in a time that most people would have taken to get only two or three done. And since neither of the two super-scientists had said anything yet, it was either a sign of Peter being up to par with his contemporaries or, worst case scenario, his contribution being so small neither of them were picking up on it. This was Tony Stark and Bruce Banner after all.

Bruce was standing at the far end of the lab, sweeping a radiation detector over Loki's golden scepter as it sat on the table. "Well, here's the good news, gentlemen. The gamma readings are definitely consistent with Selvig's reports on the Tesseract. But it's gonna take weeks to process."

 _Time we may not have_ , Peter thought. Even if Loki could not lead his army personally, it was still out there and the Tesseract was key to bringing it here. There had to be a way to speed the process up.

"How about we bypass the mainframe and direct the route through the Homer cluster?" he suggested.

"Good idea," Tony responded. "With what we have here, we could clock it around 600 teraflops."

"And all I packed was a toothbrush." Bruce chuckled.

"At least you don't have spandex to wash every night." Peter chuckled himself. He had already informed Tony about his alter-ego, so he wasn't causing any real danger by talking about it out loud. It felt both weird and very enjoyable to be able to so casually talk about being a superhero with other people, even if he was just talking to other superheroes. If anything, revealing his identity to Tony seemed to make the billionaire like him even more.

"Pete, I wish I knew ten guys like you." Stark said while reaching into a small bag of dehydrated blueberries he had brought, "You have no idea how hard it is to find intelligent people with a decent sense of humor."

Peter just grinned and said, "You and me both."

"You know," Tony continued, now addressing both Peter and Bruce, "you guys should really come by Stark Tower sometime. Top ten floors, all R&D, you'd love it, it's Candy Land."

Peter couldn't believe his ears. Now Tony Stark was inviting him, a broke college student who climbed up walls on the weekends, to visit his personal laboratory in New York just because he vaguely understood the science behind the Tesseract. _Restrain the geek,_ Peter told himself, _restrain the geek._

"Thanks," said Bruce as Peter and Tony made their way to the main table. "But the last time I was in New York, I…kind of boke…Harlem."

Peter grimaced, knowing that Bruce was talking about that Hulk attack a couple of years ago. Even Peter wasn't sure what happened that night, but he knew that a city street was pretty much demolished.

"Well, I promise a stress-free environment." Tony reassured Bruce as he picked up a small electric probe. "No tension, no surprises."

Peter's senses picked up a little bit, but Peter played this off to simply the volatile energy resonating off of the scepter. He was about to turn back to his instruments when suddenly…

"OW!"

Peter whipped around to see Bruce rubbing his side, with Tony's hand, still clutching the electric probe, inches away from his side. It didn't take a genius to realize that Tony had shocked Bruce. _Is he crazy? He should know what could happen!_

"Nothing?" Tony asked.

"Hey!" a new voice yelled as it entered the lab. Peter turned to see Steve marching towards the trio with a very angry expression on his face. "Are you nuts?"

Tony either didn't hear him or (more likely) did not care, as he continued to talk to Bruce. "Jury's out. You really have got a lid on it. What's your secret? Mellow jazz? Bongo drums? Huge bag of weed?"

"Tony," Peter said as he quickly crossed to join Steve, "I don't think he's appreciating the jokes right now."

"That's one way of putting it, Peter." Steve said before turning back to Tony. "Come to think of it, is everything a joke to you?"

"Funny things are."

"Threatening the safety of everyone on this ship isn't funny." Almost immediately after saying this, Steve seemed to remember what he was talking about and turned to Bruce. "No offence, Doc."

"No it's alright," Bruce quickly replied. "I wouldn't have come aboard if I couldn't handle…pointy things."

This appeared to make Tony even more relaxed and happy. "You're tip-toeing, big man. You need to strut-"

"And we need to focus on the problem here." Peter said in quick response. In a handful of seconds, he had figured out how to get rid of that nagging excited geek in the back of his head…by reminding himself that one of the people in the room had a dangerous beast trapped within him and the other was a reckless daredevil. Not the best combination in such a risk-prone environment.

"You think I'm not?" Tony asked Peter in response before addressing all three men in the room. "Why did Fury call us in? Why now? What is he not telling us?" Basic rule of science Pete. You can't do the equation unless you have all the variables."

Peter remembered something that Tony had said when they were on the jet about Fury holding secrets. He turned to Steve to see what he thought, but the captain looked just as puzzled. "You think Fury's hiding something?"

Peter shrugged. "Well, he is a spy."

"No, Pete," Tony interjected as he popped another blueberry into his mouth, "he's _the_ spy. His secrets have secrets. It's bugging him too, isn't it?"

All eyes turned to Bruce Banner, whose face hid none of the stress he had at once again being on the spotlight. "Uhhhhh…" he nervously said back, "I just want to finish my work here, and-"

"Doctor."

Bruce looked up from his instruments, a defeated, exasperated expression covering his face. Letting out a deep sigh, he removed his glasses and waited a few seconds before speaking again. "'A warm light for all mankind.' Loki's jab at Fury about the cube."

"I heard it." said Steve.

"We all did." Peter added on.

"I think that was meant for you." Bruce said, gesturing to Tony as he reached for an offered blueberry. "Even if Barton didn't tell Loki about the tower, it was still all over the news."

"Stark Tower?" Steve asked. "That big ugly…" He stopped himself mid-sentence before remembering that the owner of that tower was standing a few feet away from him. "…building in New York?"

"You're right." Peter said as it dawned on him. "The tower's powered by one of your arc reactors, a self-sustaining energy source. The building will run itself for, what, a year?"

Tony shrugged at the indirect praise. "It's just the prototype. I'm kind of the only name in clean energy right now."

"That's what he's getting at."

"So, why didn't S.H.I.E.L.D. bring you in on the Tesseract project?" Bruce asked. "What are they doing in the energy business in the first place?"

Tony, now looking slightly uncomfortable, slowly walked around the table to where Steve and Peter were. "I should probably look into that once my decryption program finishes breaking into all of S.H.I.E.L.D.'s secure files."

Peter almost dropped the tool he was holding in shock. _Decryption program?_

"I'm sorry did you just say-"

Tony went on before Steve could finish his inquiry. "JARVIS has been running it since I hit the bridge. In a few hours, I'll know every dirty secret S.H.I.E.L.D. has ever tried to hide. Blueberry?"

Peter didn't know whether to feel impressed or offended at Tony's actions. It was one thing to be suspicious of a shady figure, but it was something else to have an A.I. program break into secret government databases to dig up dirt.

"You can do that?"

"I once hacked the Pentagon on a dare"

"Fair enough"

"Yet you're confused about why they didn't want you around." Steve said sternly, ignoring the small remarks and the outstretched packet of dry fruit.

"An intelligence organization that fears intelligence? Historically, not awesome."

"I think Loki's trying to wind us up." Steve pointed out. "This is a man who means to start a war, and if we don't stay focused, he'll succeed." On his last comment, he looked towards both Peter and Bruce, as if to remind them of something

 _Specifically our jobs here._

"We have orders." Captain America continued. "We should follow them"

Tony, still unchanged in demeanor, simply chewed another berry. "Following's not really my style."

"And you're all about style, aren't you?"

Peter found himself perplexed at this turn of events. In what was honestly just a small argument, he could feel a good about of friction building between Steve Rogers and Tony Stark. One trying to drive home a point, the other not backing down.

It was Tony who broke the silence. "Of the people in this room, who is, a.) wearing a spangly outfit, and b.) not of use."

Peter couldn't believe his ears. _Did he…did he just call_ Captain America _useless? You can't do that, can you?_

"Steve," Bruce spoke up, "tell me none of this smells a little funky to you."

True to form, Steve did not appear to be bothered by Tony's comment, but he didn't seem to want to continue arguing either. "Just find the cube." he said flatly. Without another word, he turned and walked straight out the door, leaving the three scientists alone again.

The first thing Peter did once Steve was out of the room was call out Tony. "Was that really necessary?"

"I don't try to be rude," Tony said in his defense. "I just try to stick to reality. But if that's the guy my dad never shut up about, I'm wondering if they shouldn't have kept him on ice."

"Well," said Bruce as he walked over to one of the viewscreens, "the guy's not wrong about Loki. He does have the jump on us."

Tony threw his empty blueberry bag in the trash as he and Peter walked back over to their work stations. "What he's got is an ACME dynamite kit. It's gonna blow up in his face. And I'm gonna be there when it does."

While he still wasn't too happy about Tony's disrespect towards Steve, Peter decided to take this opportunity to lighten the mood a bit. "Yeah, Jameson will love that. 'Read all about it! Lunatic in spiky hat tries to conquer world only to get tripped by metallic public menace!'"

"I might just buy that issue." Bruce said with a grin.

"Yeah," Tony replied. "Or you'll be suiting up with the rest of us."

That comment caught Bruce off guard causing him to pause for a moment as he adjusted the sensors. Peter thought back to the conversation they had been having earlier that day about the monster within, a subject anyone would be uncomfortable discussing.

"Ah, you see," Bruce said. "I don't get a suit of armor. I'm exposed…like a nerve. It's a nightmare"

Stepping away from his monitor for a moment, Tony walked over towards Bruce and lightly tapped his chest. "I've got a cluster of shrapnel trying every second to crawl its way into my heart. This stops it. This little circle of light, it's part of me now, not just armor. It's a terrible privilege."

"That's what I was talking about earlier," Peter said as he joined them. "We've all got our demons in us. Even things that we think are only capable of being good."

"But you guys can control it." Bruce countered.

"Because we learned how."

"It's different." Bruce responded. "You have a suit to regulate that reactor, and you just have to go to the gym once in a while." He tried to busy himself with his data again. But before he could do much, Tony reached towards the screen and pushed all the open programs to the side, forcing Bruce to look at Peter and Tony.

"Hey, I read all about your accident. That much gamma exposure should have killed you."

"So you're saying the Hulk…the other guy…saved my life?" Bruce sounded somewhat sarcastic, but Peter could tell that Tony's words were definitely making the physicist think. Even Peter had to admit he had never thought about it that way before. Maybe Tony could help Bruce finally get over his guilt about the Hulk.

"That's nice. That's a nice sentiment. Saved it for what?"

Tony and Peter looked at each other, and then back to their contemporary.

"I guess we'll find out." Tony said as he returned to his work.

"You may not enjoy that."

Peter simply made a small smile and returned to his endless stream of numbers.

"And you just might, Bruce."

XX

"As soon as Loki took the doctor, we moved Jane Foster. They've got an excellent observatory in Tromsr. She was asked to consult there very suddenly yesterday. Handsome fee, private plane, very remote. She'll be safe."

"Thank you." Thor said quietly. Logan never expected someone as tough as Thor to have a girlfriend back on Earth. He wasn't saying it was impossible, but it was certainly unexpected. But based solely on what he could see on the profile, Logan could see why Thor took to her. She was definitely a beautiful woman, and her research was enough to impress anybody.

 _Just like Jean._

Logan cursed himself for thinking about Jean at the moment. There was too much going on right now to be distracted by the ghosts of his past again. Thinking about Jean had just hurt too much over the past year. Besides, even with all the X-Men memorializing her after her death, Logan couldn't even bring himself to talk to anyone about his feelings for her. It certainly wouldn't have been fair to Scott, and the last thing he needed was to betray the trust of a man who, even if he couldn't call him his friend, he at least respected.

And speaking of his old friends…

"What about the school?" Logan asked Coulson. "You done anything about that?"

"We have several units stationed a couple of miles away from the Xavier Institute." Said Coulson. "Agent O'Grady just left to join them. If anything happens, he'll be ready."

"Good." said Logan. He knew that Storm, Scott, Bobby, Kitty, Rogue and the others could handle themselves perfectly fine, but he didn't want to take any chances, not with someone like Loki. Breathing a sigh of relief, Logan took a large swig out of the soda can in his hand. S.H.I.E.L.D. had a policy about no alcohol on the Helicarrier, so this would have to do until he could get some much needed booze.

"So, Thor, you said you knew this Selvig guy?"

"I do." The Asgardian said back. "He and Jane helped me recover when I first came to Earth. He initially distrusted me, but we soon grew to respect each other. He is no warrior, but he is strong in his own right. It's no accident, Loki taking him. I dread what he plans for him once he's done."

For the first time since he arrived on the Helicarrier, Logan smiled. "He sounds like a good guy."

"He talks about you a lot." Coulson said as he stood up, soon followed by Logan and Thor. "You changed his life. You changed everything around here."

"They were better as they were." said Thor. "We pretend on Asgard that we are more advanced, but we come here battling like bilge snipe."

"I've met guys like…wait, what?"

"Bilge snipe." Thor answered. "You know, huge, scaly, big antlers?"

Logan was dumbfounded by what his new acquaintance was talking about, and he could tell Coulson was too. Seeing their faces also confused Thor.

"You don't have those?"

"Don't think so."

"Well, they are repulsive. And they trample everything in their path."

"Been there, done that." Logan muttered, with memories of a big hulking idiot from Magneto's army quite literally smashing through everything he saw. He still grinned a bit whenever he remembered how little Kitty Pryde had beaten the unstoppable Juggernaut.

Snapping back to the present, Logan saw Thor walk towards the window and look out at the cloudy nothingness all around them. "Hey, pal," Logan said as he stood next to him, "I've seen people like that before. I knew a man who tried to pass himself off as a champion for an oppressed people, and yet he was still willing to send the very punks who stood by him to their deaths for his self-righteous bullcrap."

"True," Thor said solemnly, "But this man you speak of had no vendetta with you personally. When I first came to Earth, Loki's rage followed me here, and your people paid the price. And now, again." The Asgardian looked down at the floor for a silent moment before turning to face Logan. "In my youth, I courted war."

"Yeah," Logan said in his own quieter voice. "And I used to love to crack a few skulls on the weekends."

"War hasn't started yet."

Logan and Thor turned to see Nick Fury walking onto the bridge before stopping on the balcony above them. "You think you could make Loki tell us where the Tesseract is?"

"I do not know." Thor answered before looking out the window again. "Loki's mind is far afield. It's not just power he craves, it's vengeance. Upon me. There's no pain would prise his need from him."

"A lot of guys think that," Fury said as he slowly walked down the stairs, "until the pain starts."

"Hold it!" Logan snapped as he marched towards Fury. He had just remembered that he had wanted to give the S.H.I.E.L.D. director a piece of his mind. "I knew you were an ass, Fury, but you seriously want this guy to torture his own brother?"

"No!" Fury retorted. "S.H.I.E.L.D. does not use torture to get answers. We're not that ruthless."

Thor walked up to join Logan, now his turn to get answers from the one-eyed spy. "Then what are you asking me to do?"

"I'm asking," Fury said slowly, "what are you prepared to do?"

"Look at your little cage Fury." Logan growled. "Loki's not going anywhere or doing anything. He's a prisoner."

"Then why do I feel like he's the only person on this boat that wants to be here?"

 **Next time: friction continues to grow between our heroes…**

 _ **And only the badass ninja in red can save them...right after lunch. You got any chimichungus?**_

 **Ugh…excuse me for a moment. Please continue to Like, Comment and Subscribe, and I'll see you guys next time!**

 _ **So, we taking your car or mine?**_

 **Get out.**


	11. Ch 10:Time Bomb

**Hey guys, welcome back to the story! Man, May was one hell of a month. So before we get started, I need to address a couple of things. Think of them as the Good, Bad and Ugly of May 2016 (though "ugly" is really stretching it for the last one)**

 **Good: I saw Civil War a few of weeks ago, and I'm just gonna say it guys…this film is PERFECT! I will go on record and say that, of all the films Marvel has produced since 2008, this is my absolute favorite. Every moment was fantastic, each character was used excellently, and the pulse-pounding action was beyond awesome. Tobey Maguire is still my favorite Spider-Man (and the one in this fic), but Tom Holland isn't very far behind and I can't wait to see what they do with him. Black Panther was also amazing, and I am super hyped for his solo movie.**

 **Bad: On May 14, 2016, comics legend Darwyn Cooke, the author of the fantastic graphic novel** _ **DC: the New Frontier**_ **, passed away after a battle with cancer. I unfortunately have not read many of Mr. Cooke's works myself, but I do know that he left a powerful, permanent mark on the comic book industry, and he will be missed. So, on behalf of fanboys and fangirls everywhere, thank you for your contributions to the wonderful world of comics, Mr. Cooke.**

 **Ugly: My friends, I think you all know exactly what I am referring to here. A moment that has generated tsunamis of well-deserved hatred from across the internet and the news in general. In the final pages of** _ **Steve Rogers: Captain America #1**_ **, "writer" Nick Spencer had the audacity to "reveal" that Captain Steven Grant Rogers a.k.a. Captain America, a symbol of what the United States stands for and one of the greatest superheroes of all time, was secretly a member of Hydra, the Neo-Nazi terrorist group that he has spent the past 75 years fighting against. Words cannot describe how revoltingly disgusted I am with this piece of insulting shit (horse, dog, bull, take your pick, I honestly don't care which)! In just one issue, Spencer has transformed the sentinel of freedom, hope and liberty into a traitorous murderer working to help cover the world in fear and tyranny. Look, everyone gets mad at the choices at comic creators from time to time, I myself have been bummed by what I see as a lot of pointless PC crap from Marvel (Namely robbing Cap and Thor of their powers and just throwing them to Falcon and Jane Foster and retconning Iceman to be gay (granted, that last one was from Bendis, the king of asspulls)), but those are mostly just me being an angry fanboy bitching about stuff that doesn't matter. But this is not some meaningless fanboy gripe. This is a complete and utter bastardization of both an American icon and Marvel's greatest hero. This is turning the character two Jewish guys made to combat Nazism into the very entity responsible for the Holocaust (and for those who say "oh, but Hydra isn't Nazis!", please note that Hydra IS AS NAZI AS F****** POSSIBLE! Their battle cry is a rendition of the Nazi salute! Johann Schmidt was Hitler's protégé! They regularly engage in acts of terrorism, murder, and overthrowing of existing governments! THEY ARE NAZIS!) And most important of all, this is saying that the role model for so many people over the past 75 years was nothing more than a liar. Steve Rogers is supposed to be the one, single symbol that people can fall behind when all is lost. He is the embodiment of standing up for what you believe in no matter the odds, the very principle that America was founded on. He does not represent what America is, he represents what America is supposed to, and can, be. A beacon of hope and light in a world of darkness and fear, a strong arm to protect the weak, a bringer of order to a world in chaos, and a champion of justice and freedom to strike out at tyranny and evil and to free the oppressed and enslaved. THAT is what Captain America is. For all intents and purposes, Captain America is Marvel Comics' Superman. He is the ultimate hero, the pinnacle of what we can aspire to be, and a banner that all who want to fight the good fight to rally under. But that is not what Nick Spencer's work is. This is not a man who risked his life to save innocent people at every opportunity, who wept for every friend who fell at his side, who held to his morals no matter what the world thought of him, who never backed down even in the face of unspeakable terror and impossible odds.**

 **This is Bruce Wayne hiring someone to shoot his parents**

 **This is Hal Jordan rigging his father's plane to explode**

 **This is Luke Skywalker being Palpatine's secret Sith apprentice**

 **This is Harry Potter making Horcruxes**

 **This is Gandalf, Frodo and Aragorn being in league with Sauron**

 **This is Goku aspiring to conquer planets**

 **This is Splinter and the Turtles being members of the Foot Clan**

 **This is Percy Jackson serving Kronos**

 **This is Mother Teresa joining Al Queda**

 **This is Abraham Lincoln owning slaves**

 **This is Martin Luther King, Jr. building an army to kill white people**

 **This is the murder of a hero.**

 **Nothing would please me more than for Spencer to be thrown out of the comic book industry for the rest of his days. What he has done to one of the most important figures, fictional or otherwise, in history is unacceptable, repulsive, and an insult to everyone who has ever looked to Steven Rogers for inspiration. Because, according to him, 75 years of being Earth's mightiest hero and a champion for everything that is good in the world was just a cover story so he could infect the world with evil. If what he has done to my favorite Marvel superhero remains canon, then Steve Rogers is dead to me.**

 **Because the sickly kid from Brooklyn who wanted to fight for his country was not Hydra**

 **Because the soldier that Abraham Eckstein trusted to serve as a test for his Super Soldier Serum was not Hydra**

 **Because the hero who led the Avengers against Hydra, AIM, the Skrulls, Ultron and Thanos was not Hydra**

 **Because the man who stood up to the very government he had once sworn to serve as well as his closest friends in order to protest an unjust, dangerous law was not Hydra**

 **Because Steve Rogers IS NOT HYDRA**

 **And if the guy staring in this comic is Steve Rogers, then he might as well have stayed dead at the end of Civil War. That would have been more just than this.**

 **Thank you for your time, now let us continue.**

Chapter 10: Time Bomb

As much as MJ agreed that "living" on a super-advanced flying aircraft character was cool in its own right, the universal wakeup time was definitely not on the list. The alarm clock that come with her room had started blaring at 6 AM and would not stop no matter how hard she hit it. By the time she had dragged herself to get out of her bunk (she could hardly call it a bed), showered, dressed, and started walking towards the dining area, everyone else had evidently eaten already and was working their usual tasks as if they had never stopped from last night. _Thank goodness I'm not here full time,_ she thought to herself as she selected a pair of tantalizing muffins and two to-go-cups of coffee. No doubt Peter, Dr. Banner and Mr. Stark had been working all night and were probably sleeping at their desks, so they would be in no condition to drag themselves to get breakfast themselves. MJ threw everything on a tray and made her way to the lab, passing many of the blue-suited S.H.I.E.L.D. workers through the hallway. Something in the back of her mind still questioned how these people had managed to become so accustomed to such an incredibly complex environment.

Then something caught her eye. A bit of black in the sea of navy blue. Natasha Romanoff was engaged in a brisk walk down the corridors of the Hellicarrier. MJ thought back to last night, before Peter had been whisked away to work on finding the Tesseract. Peter had told her that Agent Romanoff had been giving him the cold shoulder during the length of the mission in Germany. Now seemed like the perfect time to get a few questions answered.

"Excuse me, Agent Romanoff?"

The spy turned around to face MJ, who put her breakfast items down on a nearby water cooler before approaching.

"Miss Watson, is there something you need?"

"Yes, actually." said MJ, trying with only moderate success to hide the slight nervousness in her voice. "It's about Peter. Or rather, well, you-know-who." she continued, remembering that most of the people in the hallway did not know Peter's secret.

"Well, whatever you want to discuss," Agent Romanoff replied, "you should make it fast. Director Fury is expecting me."

"Well," MJ said, "to put it simply, he's afraid you don't trust him. He just wants to know if he's doing something wrong that's upsetting you."

Romanoff nodded, as if she understood how the young hero was interpreting her behavior. "In that case, you can tell Mr. Parker that I _do_ trust him. And that's saying something, I'm Russian. My only concern is whether or not he's mature enough to handle this kind of work."

"Peter only wants to do the right thing. That's all he's ever wanted."

"I know," Romanoff said, "but when he's working with a situation this important, he must be one hundred percent focused and stick to the plan. If we just jumped into things without thinking them through, someone could get hurt."

MJ was admittedly surprised by how direct Agent Romanoff was being here. Did she honestly think that Peter was being careless?

Reading faces must have been as easy to Romanoff as reading a book, because she answered the very questions that MJ was running through her head. "I'm not saying he's being careless on purpose. It's just that he needs to be more professional."

"Like you and this Agent Barton guy?"

Romanoff stopped for a second. "What does he…"

"Nothing," MJ interrupted. "It's just that you seem to hold him in a pretty high regard."

"He's one of our best agents, for sure. Loyal, strong, smart" Romanoff paused again as she slowly began to see the slightly concealed question in MJ's comment. "And I may be a little more on edge due to his being compromised, which may have resulted in Mr. Parker getting the wrong impression."

"Are you two close?"

"We were partners in the past…and he's a good friend."

MJ nodded. It now made much more sense why Agent Romanoff had been giving Peter the cold shoulder recently. It wasn't that she believed he was incapable, far from it. He just had to show her that he was mature enough to be a part of something this important. It didn't help that her friend was also in trouble.

"Thank you, Agent Romanoff," MJ said as she retrieved her food from the cooler. "I'm sorry for holding you."

"No problem at all."

XX

Thor was good, that was undeniable.

Logan had fought and sparred with a wide variety of people over the years, but his new acquaintance definitely stood out. It seemed like fighting was as natural to this guy as breathing, each blow striking out with practiced ease. For some of these punches, Logan barely had enough time to get his hands up in time to block. Luckily for Logan, he was right at home here, even catching the Asgardian off guard a few times with his own quick strikes. For several long minutes, the only sounds filling the air were the impacts of boxing gloves echoing through the exercise room. Finally, one carefully placed right hook from Thor sent Logan stumbling into the ropes, soon followed by the mutant landing on his rear. Most people who put Logan in a situation like this usually found themselves in a very uncomfortable situation afterwards, but instead of gutting Thor, Logan merely smiled and gave a light chuckle. "Nice hook, bub." Logan said as he pulled his gloves off and reached for a water bottle.

"I was about to say the same about you." Thor replied. "I wish Asgard had ten men like you."

"Really?" Logan asked with a sarcastic sigh. "You want a bunch of guys like me running around?"

Thor, who until now had been wearing a fairly friendly grin, gave Logan a somewhat concerned look. "You constantly speak as if you have done some great wrong. I can assure you, whatever it is I do not hold it against you. You are a good man and a strong warrior. Anyone would be proud to fight alongside you."

Logan turned to face the Asgardian. "Okay," he said. "Tell me. Did you ever betray a friend's trust, kill indiscriminately, and cause someone's dream to go to crap? And if you did, do you think that anyone would be proud to fight with you?"

Thor was taken aback by Logan's answer, so much that he was simply silent for a long time. As he was not giving a fast reply, Logan decided to continue. "A good man once had a dream where people, human and mutant alike, could live together in peace. One day he warned me that I was messing with a force I had no idea about. Stupidly, I decided to ignore him, and as a result, that good man died, his mission ended in a war, and a lot of people, including someone I lo…trusted, followed him soon afterwards."

"We all have scars, Logan." Thor finally spoke up after a brief moment, "but we must also persevere and move on. The more I think of the threat Loki is bringing to your world, the more it pains me that I must be his foe. Like I said, he is beyond reason but he is my brother."

 _You think it' that simple, huh bub?_ Logan thought to himself.

"If you really want to understand where I'm coming from, pal, then you'd have to kill Loki."

Thor looked at Logan in what the Canadian could only call halfway between shock and surprise. Now he understood.

"It ain't pretty, but that's what I've done. That friend that died. I killed her."

Thor said nothing. Slowly, he turned to retrieve his ornate shirt and a towel to wipe the sweat off his face. Logan, seeing no point in beating a dead horse, did the same, slipping that unholy thing that Coulson had intended to be a uniform over his torso. _Scott did warn me about yellow spandex._

"I'm sorry"

Logan glanced over to see Thor looking at him once again.

"Truly I am."

The mutant continued to tell himself that the Asgardian, or anyone else for that matter, did not truly understand what he had been through, but he nodded anyway. It had been bad enough talking about it out loud, but at least he had been able to get some stuff off his chest after a year. Part of him was just happy that the conversation was over, but another part couldn't help but be thankful for Thor at least knowing when to drop it.

"Thanks, I guess…"

"Logan, Thor."

Both heads shot up to see Agent Romanoff standing in the doorway of the exercise room, her face giving an ever slight appearance of apprehension.

"Director Fury need you both in the laboratory immediately."

"What for?" Logan asked. _Why would Fury want me of all people?_

"Loki planning to unleash the Hulk." Romanoff answered. "We're keeping Banner in the lab for now, but we want you two there just in case."

"Unleash the wha…?" Logan stopped himself mid-sentence and his eyes shot open.

"Oh shit."

Fury had said last night that Loki seemed to be the only one on the ship who wanted to be here, and now he could see why. _He's going to use Banner to take out the only people who can get in the way of his plan!_

"How?" Thor asked as he and Logan began to jog after Romanoff. "Loki is still in his cell."

"That's what worries me." Romanoff said with a distressed sigh.

XX

"So she just wants me to pay more attention to the rules?" Peter asked through the bites of his muffin. Tony, Bruce and himself had their system running on its own for a while, which had given him time to sit down with MJ and talk about her conversation with Agent Romanoff.

"Pretty much." MJ said. "She's also a little on edge thanks to this Barton guy going missing. Turns out they were once partners, so you can understand her being a little tight."

Peter nodded. So it was nothing really against him. All he had to do was show Agent Romanoff that he could work professionally with these people and everything would be okay.

"Well, in all fairness, wound up seems to be a prerequisite here." Tony quipped over on the other side of the lab. He was sitting cross-legged on the table, looking over a data screen.

"You seem to enjoy being an exception, Tony." Bruce said as he started to warm up his own instruments.

"I did actually consider once legally changing my middle…"

 _BEEP BEEP BEEP_

Peter, Tony, Bruce and MJ looked in the direction of the sudden noise. The screen Tony was sitting in front of had started to flash red and was filling up with words. Peter and Bruce raced over to the table.

"What's going on?" Bruce asked as he adjusted his glasses.

"JARVIS's decryption program picked something up. Something Fury didn't want a lot of people to see, apparently." Tony began to skim over the newly arrived information. From what Peter could see, it was a collection of file numbers and programs he had no idea what they were about. There was one commonality, however, a name sitting at the top of the file page.

PHASE 2

"PHASE 2?" MJ asked as she came over. "What's that?"

"What are you doing, Mr. Stark?"

Everyone looked up quickly as Nick Fury entered the lab, looking far more annoyed than usual. Peter, still not used to people sneaking up on him, found himself once again startled at the S.H.I.E.L.D director's sudden appearance. Tony, by contrast, nonchalantly slid off the table and started talking to Fury as if nothing happened.

"Uh, I've kind of been wondering the same thing about you."

"You're supposed to be locating the Tesseract."

"We are." Bruce said, coming around to Tony's side. "The model's locked and we're sweeping for the signature now. When we get a hit, we'll have the location within half a mile."

"Yeah," Tony continued. "You'll get your Cube back, no mas, no fuss."

"We just want to know something, Director Fury." Peter said as he indicated the screen that seemed to have become the center of attention for a while. "What's this Phase 2 thing?"

Fury opened his mouth, surly ready to answer with some vague response along the lines of "secret stuff you shouldn't know about". But no words came. Instead the next noise to fill the room was a loud clanging noise. For the third time in the past couple of minutes, heads turned to an unexpected noise. Peter looked up to see Captain Rogers standing in the lab, just as he had been last night. Only this time, rather than looking irritated with Tony's behavior, Steve looked absolutely livid. He was standing next to one of the tables with a large object, which must have caused the noise from being put down, sitting on it.

An object that looked like a gun.

"Phase 2 is S.H.I.E.L.D. uses the cube to make weapons! Sorry, the computer was moving a little slow for me."

"What?" Peter and MJ almost shouted in unison. Peter's eyes darted back and forth between the weapon sitting on the table and the one-eyed man who just two days ago he had though he could trust.

"Rogers," Fury said as he walked toward the furious captain, "we gathered _everything_ related to the Tesseract, this does not mean…"

"I'm sorry, Nick," Tony interrupted as he turned the scree around. Peter saw that Tony had opened one of the filed they had found, which was not showing what looked like a glowing blue bullet or missile being assembled. "What were you lying?"

"I was wrong, Director," Steve continued. "The world hasn't changed a bit."

"Oh my God," MJ murmured.

Peter couldn't remember the last time he was truly angry, but as he crossed the table to face Fury, he barely even noticed how tight his fists were curling up. "You recruited me so I could help you build weapons?!"

Before Fury could come up with an excuse, the door to the lab slid open, and Agent Romanoff, Thor and Logan all walked in.

"Where's the doc?" Logan asked.

"Ah, Logan," Peter turned to face his temperamental associate, "You're going to love this. Fury's building an arsenal"

"Tell me all about it later kid," the Canadian dismissively said, "We're just here to get Banner out of here."

Bruce merely chuckled at Logan's comment. "I was in Calcutta, Logan. I was pretty well removed."

"Dr. Banner," said Agent Romanoff, sounding slightly concerned, "Loki is manipulating you."

"And you've been doing what exactly?"

"You didn't come here because I batted my eyelashes at you."

"Yes, and I'm not leaving because suddenly you get a little twitchy." Bruce retorted calmly as he made his way over to the screen and gestured to the missile schematic. "I'd like to know why S.H.I.E.L.D. is using the Tesseract to build weapons of mass destruction!"

All eyes turned to Nick Fury. The time for secrets was over, and Peter was sure that everyone, himself included, was ready for some straight answers. Fury was cornered, there was no way he was going to wheedle his way out of this one. Out of options, the spy relented by extending a figure towards one of the other people in the group.

The one in the regal armor.

"Because of him."

Thor stared blankly at Fury, dumbfounded by this sudden accusation. "Me?"

Fury took a deep breath and began to explain. "Last year, Earth had a visitor from another planet who had a grudge match that _leveled_ a small town. We learned that only are we not alone, but we are hopelessly…hilariously…outgunned."

Peter's eyes widened. He remembered something in the news about some kind of storm in New Mexico. His gaze returned to Thor. _That was him?_

But the Asgardian apparently did not take claims that he was responsible for an arms race very lightly. "My people want nothing but peace with your planet!" he barked.

"But you're not the only people out there, are you?" Fury retorted. "And you're not the only threat." He then turned to address everyone in the room. "The world is filling up with people that can't be matched. That can't be controlled."

"Like you control the cube?" Steve asked accusingly.

"Don't sweat it, Cap," Logan said in his usual gruff tone. "I've seen this bullshit a million times."

"Don't sweat it?" Peter looked to Logan, not believing that he had said something so casual about such a serious issue. "How can you say…?"

"In case you didn't know, kid…" Logan interrupted, "I'm a mutant. I've heard a dozen speeches justifying this stuff because people "can't be controlled." Not all of us get puff-piece editorials for dressing up like bugs, you know."

Peter's mind went blank. Fury he could understand, but how did this guy he just met know his secret? "What are you…?"

Logan tapped his nose. "Good senses, kid. You smell just like the punk in the woods. It's not that hard."

Before Peter could respond to Logan's sudden revelation, Thor brought everyone back on topic as he snapped a comment towards Fury. "Your work with the Tesseract is what drew Loki to it, and his allies! It is a signal to all the realms that the Earth is ready for a higher form of war!"

"A higher form?" Steve questioned, he himself starting to sound a little worried. Peter couldn't blame him. World War II had been hellish enough, and he didn't' want to imagine what a war with Tesseract weapons would be like.

"You forced our hand." Fury said, once again trying to defend his actions. "We had to come up with something…"

"A nuclear deterrent." Tony interrupted with causal ease as he put Fury on the hot seat again. "Because that always calms everything right down."

Fury looked like he was about to respond with his own demeaning comment, but Logan beat him to it, crossing the room and getting in Tony's face. "Alright, Stark," he growled, "You're so smart. Tell us all how you and your family made their fortune. C'mon!"

It was now Steve's turn to step in as he gently pulled the angry mutant away. "I'm sure if he still made weapons, Stark would be neck-deep in…"

"Wait, wait, wait, hold on. Since when is this now about me?"

"I'm sorry, isn't everything?"

Thor rolled his eyes. "I thought humans were more evolved than this."

"Excuse me," Fury retorted with a hint of attitude, "did we come to _your_ planet and blow stuff up?"

"No," Logan jumped in, "but you do like to use your guns before you use your head that's for sure."

"Hey," Peter snapped at Logan, "look at the news for the past couple of years! Monsters, mutant terrorists, aliens, he has a good reason to be worried!"

"And yet he treats his champions with such mistrust…"

"They're not my champions!"

"Are you boys really that naive?" Romanoff finally spoke up, looking primarily at Logan and Peter. "S.H.I.E.L.D. monitors potential threats!"

"Captain America's on threat watch?" Bruce asked, sounding almost amused.

"We all are."

"Wait, you're on that list?"

"That's none of your concern, doctor."

"Well then whose concern is it?"

"Clearly not yours."

"Watch it kid!"

"Are you above or below angry bees?"

"Stark, so help me God, if you make one more wisecrack..."

"Threat! Verbal threat. I feel threatened."

"Show some respect."

"Respect what?"

"Not you, that's for damn sure!"

XX

"SHUT UP!"

The sudden outburst had its desired effect, and everyone turned towards the young redhead at the front of the room, who had been silent until now.

"All of you just shut up for a few minutes, please! I can't hear myself think, and fighting isn't going to solve anything!"

Everyone was silent for a few seconds, just staring at the normal, untrained girl who had just gotten some of the most powerful people on earth to quiet down. The room remained quiet until MJ spoke up again. "Look, I think we can all agree that Director Fury is just trying to keep things under control…"

Miss, with all due respect," Thor blurted out, "This man speaks of control, yet he courts chaos."

"It's his M.O., isn't it?" Banner spoke up. "I mean, what are we, a team? No, no, we're a chemical mixture that makes chaos. We're…we're a time bomb."

" _You_ need to step away." Fury said threateningly. Logan, crazy as he saw it, found himself following behind Fury, knowing exactly what would happen if the wrong button was pushed.

"Why shouldn't the guy let off a little steam?" Stark asked as he lazily placed his hand on Rogers' shoulder. Now Logan found himself whipping around, ready to break Stark's nose for his smartass remark in such a serious situation. He didn't care if he had been trying to mellow out for the past year, he just needed this waste of skin to shut up for five seconds. Luckily for Stark, Rogers called him out before Logan could.

"You know _damn well_ why! Back off!" he yelled as he smacked Stark's arm off.

"Oh, I'm starting to want you to make me."

Rogers smirked as he started to circle Stark, eying him like a teacher would eye the class idiot for making some dumb excuse. A look Logan had seen Scott, Storm and Jean give plenty of times to troublesome students. "Yeah," he almost laughed, "big man in a suit of armor. Take that off, what are you?"

"Genius, billionaire, playboy, philanthropist."

Romanoff nodded at the comment, while Logan just rooled his eyes at how full of it Stark really was.

But Rogers wasn't finished with him yet.

"I know guys with none of that worth ten of you. Yeah, I've seen the footage. The only thing you really fight for is yourself. You're not the guy to make the sacrifice play, to lay down on a wire and let the other guy crawl over you."

"I think I would just cut the wire."

Rather than get angry immediately, as Logan knew he himself would, Rogers smirked again and glanced around at the other seven people in the room before coming back to Stark. "Always a way out? You know, you may not be a threat, but you better stop pretending to be a hero."

"Oh, a hero? Like you?" Stark, for the first tiem Logan knew about him, put on a serious face, not a wisecrack in sight. "You're a laboratory experiment, Rogers. Everything "special" about you came out of a _bottle_."

 _That's it!_

Logan pushed past Parker and Rogers to grab Stark by the collar of his shirt, ignoring the protests of the others. "You'd better start watching your mouth, you little shit!" he snarled.

A free arm yanked Logan off of Stark, and he turned to see Parker looking him dead in the eye. "You really think that's helping?" he snapped.

"Don't push me, kid. I know what happens when people decide to ignore common sense because they didn't feel like it!"

"Yeah?" Parker asked almost mockingly. "So do I! I've hurt people with my bad decisions before. You think you're the only one who got someone they loved killed. Yeah, I know about you too. I read about Alcatraz, and you had to kill a friend to stop it. Well guess what? My uncle's in a cemetery because I let my ego get ahold of me. You're not that unique."

Logan felt like he was about to pop a blood vessel. Was this stupid kid trying to say that he had seen worse? He had no idea, and Logan was willing to show him. He would have too if Rogers hadn't pulled him away. The captain then glanced at both Stark and Parker, a look of cocky eagerness in his eyes.

"Put on your suits. Let's go a few rounds."

Logan found himself smiling internally. Captain America was not only willing to let him kick Stark and this stupid kid's asses, but he was willing to join in as well.

Then Thor started chuckling.

"You people are so petty…and tiny."

"Yeah, this is a team."

 _Banner. Crap!_

Logan had been so caught up in the arguing that he had completely forgotten why he had been called down here in the first place. He turned to Rogers. "Sorry Cap, but I just remembered that I came here to get Dr. Banner to his…"

"Where?" Banner asked, looking at both Logan and Fury. "Fury's renting out my room."

"The cell was just in case..."

"In case you needed to kill me. But you _can't_. I know, I tried!"

 _Tried?_

Everyone was now looking at the fugitive scientist. In the short time he had known Banner, Logan could tell that he was something of a depressed guy. But suicide?

Banner took a deep breath, then started talking. "I got low. I didn't see an end, so I put a bullet in my mouth and the other guy spit it out! So I moved on. I focused on helping other people. I was good, until you dragged me back into this freak show and put everyone here at risk!" He then looked at Romanoff, his voice sounding very agitated and upset in contrast to the past few days. "You wanna know my secret, Agent Romanoff? You wanna know how I stay calm?"

Logan found himself staring at Banner for what felt like hours. He knew that Banner's life was pretty much wrecked by the Hulk, but he had no idea that it had driven him to such an extreme. Of all the people the Wolverine had met over the years he could remember, the suicidal ones had been _very_ few and far between. Logan found himself with a knot of pity for the doctor that he had never expected.

Then something snapped him back to reality. In his intense focus on Banner, he had completely missed something. Banner was now holding something in his hand, something that could soon become a major problem. Logan tried to say or do something, but something I the back of his mind kept him from doing anything. And this continued until Rogers finally spoke up.

"Dr. Banner…put down the scepter."

Bruce Banner looked down, completely shocked by the presence of the golden spear that had been sitting in his hand. For several long seconds there was nothing but silence.

XX

 _BEEP BEEP BEEP_

The silence was broken by a monitor in the back, beeping wildly as it displayed a map of New England. Peter's eyes widened. "Got it" he exclaimed as he rushed over to the monitor.

Bruce silently placed the scepter down on the table. "Sorry kids," he snarked as he followed Peter, "You don't get to see my little party trick after all."

"You've located the Tesseract?" Thor asked anxiously. Peter checked the map. Sure enough, there it was. An energy signature identical to the Tesseract had been found near the Atlantic coast of New York. With a half mile radius, finding Loki's HQ would be easy as pie.

"I can get there faster." Tony shouted as he made his way for the exit.

"Wait," Peter said, "Maybe all of us..."

"The Tesseract belongs on Asgard," Thor said over the commotion. "No human is a match for it."

"Yeah," Logan hissed, "And I'm not trusting you with…"

 _Not this_ again, Peter thought as he got to Logan in a split second. "You think you can do it better?"

"Nobody's going alone!" Steve shouted.

"You gonna stop me?" Tony shot back at the captain.

"Put on the suit, let's find out."

"I'm not afraid to hit an old man."

"Put on the suit!"

"Oh my God…"

Peter turned to Bruce. He was staring more carefully at the map, and looked like he had seen a ghost. Peter started walking towards him, ready to ask what was wrong.

Then, he felt something.

A small twitch in the back of his head.

He could feel a strange heat coming from below them, and it was coming very fast. It almost seemed like-

 _Oh no!_

Spider-Man never panics, but now, Peter Parker was.

"GET DOWN!"

Too late.

 _BOOM!_

 **Next time: S.H.I.E.L.D. under siege!**


	12. Ch 11: Incredible Duel

**Hello, GUESS WHO'S BACK!**

 **Guys, I am so, so sorry for the delay. I thought that summer would be a great time to get more chapters posted, but between work, other fandom distractions, and a huge family road trip, I was way more occupied than I should have. Not to mention my college semester is starting this Monday. I hate when I'm stuck and have to wait this long to update the stor…** _ **BANG!...**_ **OWW!**

 _ **Yeah, you're no the only one, pal!**_

 **What the…Wade? What the hell?!**

 _ **I was gonna ask you the same thing, you lazy bum! Two freaking months of no goods? What kind of crap is that?**_

 **It's not my fault! I'm busy!**

 _ **Blah Blah Blah, GET ON WITH IT!**_

 **Okay! Okay! Jeez! Man, someone had got to teach that guy to chill out…** _ **BANG!...**_ **OWW!**

 _ **I'm waiting!**_

 **WILL YOU STOP SHOOTING ME GODDAMNIT! Ughh, anyway, let's get back to our story!**

Chapter 11: Incredible Duel

Explosions were nothing new to Peter. He had been in over a dozen fires and many of them (just to his luck) had featured a broken gas line that caused the already burning building to erupt into even more flames. And the memory of the Green Goblin's grenade exploding in his face was still fresh in his mind. But this was different. All of those explosions, with the exception of the Goblin's, had been acts of nature or circumstance, very dangerous but with no malicious intent. Spider-Man had rarely encountered an explosion that was caused by the forces of evil with the expressed intention of causing harm or spreading chaos. And now, he was on the receiving end of one such explosion.

And it sucked.

Peter coughed roughly as he tried to stop the ringing in his ears and see through the smoke. His arms and legs ached all over, and his head felt as though it had been struck with a giant hammer. Lightly patting the back of his head, he could feel a bruise the size of Long Island starting to form. Peter had learned a long time ago that, thanks to his powers, he could recover form most injuries in a fraction of the time a normal person could, though that didn't stop the incredibly irritating pain. But his personal condition would have to wait for now.

"MJ! MJ, where are you?!"

No answer. Peter began to get very worried as he struggled to rise to his feet. If something had happened to her…

"Kid! Is that you?!"

As Peter's dazed mind started to come back to him, he instinctively followed the gruff voice. Soon his vision restored itself, and he could clearly see the yellow blur that was Logan running over to him. Right now, Peter could care less about what everyone had been arguing about beforehand. He was just relieved to not be stuck on his own.

"You alright?" Logan asked as he pulled the younger man to his feet.

"I'm fine, I'm fine, just a little dazed." Peter quickly responded, rubbing the back of his head for a moment before facing the mutant. "What happened?"

"Kid, if I had even the slightest clue- "

Logan was stopped mid-sentence by a strange noise. Both of them turned in the direction of the sound. It sounded like a strange mixture of a man and an animal. Whatever it was, it sounded like it was in pain, or angry, or both. What could be causing this noise?

Peter's question was answered faster than he expected.

"Bruce," Mary Jane Watson's frightened voice came through the rubble, "please, stay calm!"

The second Dr. Banner's name reached his ears, Peter knew exactly what was coming. Something that Steve had warned everyone about last night. He turned to an equally shocked Logan and said the only two words he could think of.

"Oh, crap."

XX

"MJ! Are you okay?"

Hearing her fellow redhead in the aftermath of the explosion gave MJ a much needed relief. The young woman was in a state of panic, not knowing if Peter, or anyone for that matter, was still alive after that enormous blast. So the fact that she was hearing Agent Romanoff became music to her ears.

Unfortunately, hearing was all she could conceivable do right now. The smoke and heat stung her eyes, and without superpowers to lighten the blow, her body felt as if a truck had run over it. Her leg in particular had a sharp pain shooting up it, which made her even more worried. Unable to move, see, or think straight, all MJ could hope for now was that Agent Romanoff could find her in time. She didn't even want to know what had caused such a massive explosion to begin with. Eventually, she was able to get her focus together enough to call out to the spy. "Here... I'm over here…"

"Hold still," Romanoff said, sharply but not too stern, as she quickly crawled over to the collapsed MJ. "You're caught under some debris. I'll get you out of here as soon as I can."

 _That explains my leg_ , MJ thought as Romanoff stated to throw things off of her. In her haste, however, Romanoff caused some of the rubble to slide further down than intended, causing it to land hard on MJ's injured leg, resulting in a sharp cry of pain escaping from her mouth.

"It's okay, it's okay." Romanoff said reassuringly as she started to be more careful. "I'm gonna get you out of here in no time…"

"Gahhh! Uuughhh!"

A painful groan once again filled the air. But Mary Jane was not the one who uttered it. This groan, much deeper and more strained, was coming from the other side of the room. The smoke was now starting to dissipate, and MJ could see there was someone else down with them, someone with a purple shirt, hunched over like he was going to be sick.

Bruce Banner.

"Dr. Banner, are you okay?" MJ called out. No answer. Almost immediately, Romanoff stepped away from MJ and moved closer to Banner, who was starting to shake and moan. MJ couldn't tell if he was sick, injured, scared, or all three at once.

"Bruce," Romanoff said softly, sounding very worried regardless, "You gotta fight it. This is just what Loki wants."

 _Loki? What does he-_ Suddenly MJ remembered something. Romanoff, Logan and Thor had all come in to get Dr. Banner out of the lab, saying something about Loki manipulating him.

And what could Loki want more than the most dangerous being in the world?

MJ's panic increased tenfold, desperately trying to pull herself out of the debris as Romanoff tried to calm down Banner, who was now on his hands and knees and breathing very heavily. "You're gonna be okay, listen to me."

"Are you hurt?"

MJ whipped her head around to see two men, probably maintenance crew, running towards them. No, bad idea. This was the last place people needed to be right now. Her own safety could wait. MJ waved her hand in the other direction, desperately trying to signal the workers to get as far away as possible as Romanoff kept talking to Dr. Banner. Thankfully, the men got the message and quickly ran away. With them gone, MJ turned back to the spy and the slowly transforming scientist.

"We're gonna be okay, alright?" Agent Romanoff almost gasped as Dr. Banner began to shake much more violently, his labored breaths becoming deeper and more aggressive. If MJ didn't know better, she would have thought there was a wild animal in the room with them. Even with all this, Romanoff continued to plead with Banner. "I swear on my life, I will get you out of this! You will walk away! You'll never have to- "

"YOUR LIFE!?"

The words may have come out of Bruce Banner's mouth, but Bruce Banner's voice did not carry them. The doctor's mellow, calm and intelligent voice had been replaced by a vicious growl that sounded like something out of a monster movie. Then, with one more agonizing groan, it began. Bruce's body began to swell, his muscles growing to much larger sizes than they were supposed to. As his torso grew, the purple shirt tore and ripped, unable to contain the massive frame that was filling it. Bruce's skin also began to change, gradually taking on a sickly green complexion. No longer concerned with caution, Romanoff darted back to MJ and began to quickly throw rubble away from the pinned down girl. MJ's leg protested the continued pressure on it, but right now, MJ could care less. She just wanted to get out of here before whatever Bruce was turning into lost control. Just as the last piece of metal was removed from MJ's fallen form, Bruce, now the size of an ATV, stumbled backwards, moaning and growling louder as his clothing continued to rip.

"Bruce," Mary Jane called out with what little courage she could muster at the moment, "please, stay calm!"

Then, without warning, Bruce turned towards the two women. MJ had been expecting to see a face of contempt and hatred, but instead saw one full of fear and sadness. A face that seemed to be saying "help me". _Maybe there's still time! Maybe we can get him to stop!_

"Bruce…"

"GrrrRrrAAAAaaaaWWwwwrrrr! RAWWWWWWRRRRRRR!"

It was too late. Bruce jolted his head back down as his body continued to thrash and flail around. Rather than try to argue, Romanoff yanked MJ to he feet and started to lead her as far away from the growing monster as they could, no easy task thanks to MJ's injured leg. As they ran, Bruce's disgruntled groans and shouts turned into angry growls and roars, clumsily bumping into and knocking over the various tanks and pipes that surrounded them. The noise was enough to distract MJ, causing her to stumble and fall once again. Romanoff stopped to help the younger redhead get back up, but as MJ rose, a strange quiet filled the air. The collection of noise that had dominated the past couple of minutes was gone. Turning back, MJ and Romanoff saw something nothing short of terrifying.

Eight foot, five inches. Twelve hundred pounds of enormous green muscle. As the mass turned around, jet black hair and angry green eyes came into full view, complete with a growling face twisted with unbridled rage. Together, they formed a massive, unstoppable monster that had caused one man to abandon his life as he constantly ran from those who wanted to put the beast down.

Gone was Bruce Banner. In his place, the Incredible Hulk

"RRRAAAAAAAAAAAAAWWWWWWWWWWWRRRRRRRRR!"

The bloodcurdling roar was soon followed by the beast charging at the two women with the speed and power of a stampeding elephant. In any other scenario, MJ would have been screaming her head off. But this, this monstrosity that had once been a man. MJ was to terrified to scream, or even run. The Hulk came closer and closer, his gigantic fists balling up to smash MJ and Romanoff to paste. His arm rose, ready to crush them…

Then it stopped.

Inexplicitly, the unstoppable creature was now stopped cold in his tracks. Something was preventing him from bringing his might down on his defenseless victims. MJ looked beyond the Hulk to try and see what was restraining him.

The answer came from a thin yet powerful string in the hands of a young man wearing a bright red and blue leotard, accompanied by a wild-looking man in yellow.

XX

"I've got him!" Peter yelled at Logan, pulling the Hulk's fist back with all his might. His memory flashed back to the train he had saved during his duel with Octavius, where he had pushed himself to collapse by trying to slow it down. Based on how hard he was yanking on the transformed Banner, Peter would have gladly taken the train any day of the week. But he could only hold on for so long, and Logan knew this too.

"Go! Get them out of here!"

No sooner did the words leave Spider-Man's mouth that his new mutant ally burst forward, ducking under the Hulk's legs with a slide as he reached Romanoff and MJ. "C'mon, let's go!" Logan snapped as he threw MJ's left arm over his shoulder and, with Romanoff supporting her right side, took off into the Helicarrier, leaving Peter with the beast.

"Wait, what about Pe- "

"Relax," Logan interrupted as he picked up the pace, "he's got this."

"'He's got this'?" Romanoff barked in disbelief, "are you crazy? He's- "

"The kid doesn't have to beat him, he just has to keep him busy!"

"But- "

"SHUT UP AND RUN!"

As the trio made their way away from the Hulk, Spider-Man found himself wishing he could take Logan's advice. Finally deciding to use his head, Hulk twisted his wrist so as to gain a grip on the web stuck to his arm. With one mighty thrust, the green monster sent Spider-Man hurling headfirst into the wall. Peter's already bruised head felt like it was on fire, but he couldn't get distracted now. Too many lives were at risk. He whipped his body around to face the Hulk, ready for the next blow. True to form, Hulk unleashed a savage growl and charged at his slender adversary. "That's right, come and get me!" Spidey sniped as he pulled his mask over his face. Logan was right, there was no way Peter could beat the Hulk.

But he could distract him.

With on powerful bound, Spider-Man catapulted himself onto a staircase, sliding his way onto the adjacent balcony just as the Hulk ripped the structure from its hinges. Pausing for a minute to both catch his breath and make sure Hulk could see him, Spidey took off at top speed as giant green hands tore sections of the balcony as soon as his feet left them.

 _Temple Run, eat your heart out!_

XX

As the Webslinger and Green Goliath continued their battle below, Logan and Romanoff made their way back through the Helicarrier, carrying the injured Mary Jane Watson on their shoulders. Logan was no stranger to dragging people out of dangerous situations, but he now found himself calling Parker an idiot for bringing his girlfriend along for the ride. _Note to self: make Fury get his head out of his ass_.

"Natasha! Miss Watson!" Logan looked up and saw one of Fury's agents, O'Grady he believed his name was, sprinting towards them with a couple of blue-suited S.H.I.E.L.D. workers with first aid kits trailing behind. "Thank God you're alright!"

"Eric, what the hell is going on?" Romanoff panted out as she set Watson down for the medics to take a look at her leg.

"Rogue Quinjet." O'Grady answered. "They knocked out one of our turbines. Stark and Captain Rogers are on their way to try and fix it now."

 _Great, now this damn this is falling out of the sky_.Logan turned to Romanoff "You said Loki brainwashed some of your guys, right?"

Romanoff nodded. "That would explain how they got past our defenses."

"Director Fury's starting to mobilize. He wants all available agents to- "O'Grady never got to finish his sentence as Logan walked up to him and quickly got in his face.

"Where the hell is Fury?"

"On the bridge, why- "

"Because that son of a bitch has a lot to answer for, least of which letting this girl onto his- "

 _BLAM! BLAM! BLAM!_

Gunfire, followed by Watson's shriek, tore Logan's attention away from O'Grady. The two medics he had brought with him were now slumped over on the ground, small red blotches on their backs. Looking down the hallway, Logan saw three men in black tactical gear advancing towards them, assault rifles blasting all over the place. _Well, here's those agents we were talking about_. Not bothering to consult the two agents, Logan scooped up Watson and pulled her behind a pile of crates as Romanoff and O'Grady began to return fire. "Stay here!" He barked before running back towards the fray. One of the gunmen aimed his weapon right at Logan's face, only for the barrel to get shoved towards the ceiling and a reinforced fist colliding with his face, cracking his goggles. Logan was about to hit him again when a series of sharp, burning pains tore through his side. Cringing as he did so, Logan turned to see the second gunman firing off rounds into his body just as his exposed back became Romanoff's next target. However, it was all the distraction Logan's opponent needed to bash the Canadian in the temple with the butt of his rifle. As the third gunman continued to rain down on the S.H.I.E.L.D. agents, the first shoved Logan into the wall, using his gun to pin the mutant to the wall. Logan struggled to push back, but his gunshot wounds were taking away too much of his focus.

Logan looked over to his comrades. Romanoff and O'Grady were both good, but there was too much for even them. The surviving gunman had been joined by a fourth, with a hail of bullets raining down of the pair. And Logan was stuck trying to push off this one while wounded. He was healing for sure, but by the time he threw this asshole off, the agents and Watson would be reduced to bloody Swiss cheese.

Unless…

 _No,_ Logan thought. _I can't. I'm not that anymore! I'm not-_

"Aghh!"

His eyes diverted from the cracked goggles of his opponent. O'Grady was lying on the ground, his face contorted as he gripped his shoulder. Romanoff, her own face covered in apprehension, tried firing back even harder as the gunfire focused on her.

' _Cut the shit, Logan! These people are in trouble!' No, I won't-_ the former X-Man squeezed his eyes tightly as the voice in his head became louder. _Do it! DO IT!_

Finally, he relented. His eight months of living with his guilt meant nothing right now. His peace of mind would have to wait.

 _I'm sorry, Jean._

 _SKINT!_

The sweat of his opponent filled his nostrils. It was almost as if he could smell his fear. Pushing aside all thought, rhyme or reason, Logan let instinct take command. Popping his eyes wide open, Logan finally pushed his enemy back with a savage roar, freeing his arm and slamming his fist into his mask. Only this time, there were three Adamantium blades ripping through his head as well. With his enemy dead, Logan turned to the other two, who couldn't even raise their guns in time before the razor sharp claws slashed one of their throats and pierced the other's heart.

Adrenaline pumped through Logan's veins as he looked back at the hallway. The faces of Watson, O'Grady and Romanoff all had a strange mix of shock, fear and confusion. But their thought meant nothing to him now. After so long of staying out of the fight, he felt it again. The thrill of battle was back in his soul. And he was ready to put it to use.

Logan turned to Romanoff. "Get…them…out of here!"

If Romanoff had anything to say, he didn't hear it. He was already sprinting down the corridors, looking for more of Loki's mooks.

Looking for blood.

XX

Spider-Man, all of his strength focused into one powerful punch, smashed his fist through the pipe, sending a column of steam into the Hulk's face. _Good, that should give me some breathing room_. He looked around and saw a small corridor with cylinders and tanks behind walls of glass. He began pushing his legs as hard as he could, putting as much distance between himself and the monster as he could. _Okay, new plan. I can play cat and mouse with him all day, but that's not going to stop him. I need some-_

 _CRASH!_

Taking a fraction of a second to look back, Spidey saw the Hulk bulldozing his way through the hallway, class and sparks flying everywhere. For someone that big, the Hulk was deceptively fast, prompting Spider-Man to pick up the pace. His legs burned, but he kept going, knowing that if he stopped for anything, he was a dead man. _C'mon, a little faster, a little faster, a little-_

Suddenly, a blunt object connected with Spidey's back, sending him careening into the wall with a deadening thud. A loud bang soon afterwards indicated Hulk slamming into a wall of his own, unable to stop his own momentum. Spider-Man, groaning as he did so, turned around to face the Hulk once more. But now, there was nowhere to run or hide. And if nothing else, Hulk was very, _very_ angry. Through clenched teeth, Hulk let out another aggravated growl as he moved towards his opponent, fist raised. _So this is it. The Friendly Neighborhood Spider-Man's going out being crushed to death by a giant green physicist._

 _Could be worse._

Peter closed his eyes, waiting for the blow to come.

But it never did.

Instead, a powerful thud and loud crashing noise came shortly thereafter. Confused, the Webslinger opened his eyes. The Hulk was gone, but there was a massive hole in the wall. Peering through, he could see Hulk sprawled out across the floor of a small hanger, a blonde man in an elaborate chestpiece a few feet from him.

Thor.

Spider-Man let out a sigh of relief, at least now he wasn't fighting alone. As the various crew members ran away from the combatants, Spider-Man ran over to Thor, helping the Asgardian to his feet.

"You okay?"

"I'm fine. Where are the others?"

"Logan and Romanoff have MJ, I have no idea where Cap and Tony are, and Bruce…well…" Rather than finish speaking, Spider-Man simply gestured towards the green behemoth right next to them. Thor said nothing, but nodded as he and the Hulk began to circle each other.

"You take his left flank," Thor whispered. "I shall take his right."

"Deal" Spidey agreed, diving past the green fist that coming his way, a fist that Thor was just barely able to evade. Spider-Man then aimed a sharp kick to Hulk's leg, staggering him and allowing him to launch himself further away. Hulk tried to swing around to strike his faster assailant, but he hit nothing but air, sailing past Thor along the way and leaving himself open to a powerful punch to the jaw. Knocked off balance by the hit, Hulk tried once again to pound the Asgardian with a powerful sweeping strike that flew harmlessly overhead. Changing tact, Hulk rose his fist over his head and brought it down hard, Thor barely having enough time to brace his arm against the massive limb. As Hulk rose his left arm to deliver another brutal overhand, Spider-Man saw his opening. Pressing his fingers against his palms, he sent two sticky cables of web spiraling through the air, catching the Hulk's extended arm in a bind.

With their foe trapped for the time being, Thor took his own turn at trying to talk sense into the doctor. "We are not your enemies, Banner!" he strained under the weight of Hulk's arm. Try to think!"

Hulk's expected answer soon followed. He loosened the pressure on Thor, allowing him to rise slightly. Then, gathering his strength, the Hulk yanked Spider-Man from his crouched positon on the floor, sending the Web head crashing into Thor and both of them into a concrete blocker that crumbled to rubble upon contact.

Shrugging off the blow, Spider-Man sprang to his feet and charged the Hulk. Jumping and diving around the giant frame with practiced grace, he kept himself moving, throwing quick punches and kicks to his adversary's knees, ankles and elbows, anywhere he could actually dream of hurting him. But it was hardly enough, and the Hulk was much faster than he seemed, a lesson Spidey learned the hard way when five emerald fingers closed around his leg. Beneath the mask, Peter could only grimace as his body was thrown around like a ragdoll, smashing into the ground and being sent flying into a truck. He could still take more, however, and he bounced of the truck before landing on the floor with a slide beside a jet.

Spider-Man started to look around, seeing if he could somehow find a way to use his environment. Until, that is, he looked to his right. Thor, having recovered from their joint injury, was kneeling on the floor with one hand extended in the air, as if he was expecting someone to give him something. A wicked smile crawled across his face.

"What are you doing?! Did you forget the giant monster trying to kill us here?!"

"Wait for it…"

"Wait for wha…"

Suddenly, a familiar buzzing filled Peter's mind. Something was nearby, something no-one else could see. But he could feel it. A small series of vibrations flying through the Helicarrier towards them. Then his senses picked up again, as the object entered the room they were in. shifting is eyes a fraction of a degree, he found his quarry. A large steel mallet, the same one Thor had been using during the fight in the woods, soared like a missile in their direction before landing squarely inside Thor's outstretched hand. Almost immediately afterwards, the God of Thunder rose from his position just in time to meet their approaching foe. One mighty swing of the hammer was all that was needed.

 _ **CLANG!**_

With a force Peter would have never expected form something so small, the hammer sent the Hulk crashing into a parked plane. The tide of the fight might just be changing after all. At a loss for words, Spidey simply turned to Thor and said, "Nice."

"It's all in the wrist" Thor said with a grin.

But Hulk wasn't down yet. If anything, he just got angrier. Ripping one of the wings off the damaged plane, Hulk hurled his massive projectile at his opponents, only for it to fly harmlessly past them and slice the roof off a jeep. Following the new trend of "throw loose crap all over the place," Thor launched his hammer at Hulk's outstretched hand. The beast instinctively tried to grab it, but the weight of the mallet pulled him back several meters before landing on the ground. Hulk tried to rise, but for some reason could not get his hand off the ground. Shifting to his feet, he gripped the hammer with both hands and yanked with all his might, but it would not budge. Peter made a mental note to ask Thor about that later as he somersaulted over Thor and landed a kick to Hulk's jaw, forcing him to release his grip in the hammer. As Spider-Man returned to his feet and Hulk stumbled back, Thor retrieved his weapon and jumped on Hulk's back, swinging the hammer around his neck in a chokehold. As Hulk struggled to throw his attacker off, Spider-Man was busy preparing a favorite trick of his. Firing a series of webs across two vertical support beams, he proceeded to place himself in the center before backing up a few yards, adding tension to the makeshift slingshot. Once he was far enough back, Spidey removed his feet and launched himself, feet first, towards the Hulk like a cannonball, knocking the restrained monster back. But the Hulk had learned to expect such sudden moves, especially from the scrawny red one. Seizing Spider-Man in one hand, the jade giant leaped towards the ceiling with enough force to smash through, sending all three combatants to the next floor.

 _I'll never complain about Monday again._

XX

"There he is!"

"Shoot him, SHOOT HIM!"

Logan neither heard or cared what the mooks were saying. All of his senses had gone blank, nothing but primal instinct driving him as he seamlessly flew from one adversary to the next, carving a bloody path of destruction as he went. A slash to the face here, a stab to the gut there, and all with an exhilarating zeal he hadn't felt in months. Actually, if he was being honest with himself, he hadn't felt this charged since Stryker's attack on the school. He was back in the fight where he belonged, and he was enjoying every second of it.

And he hated himself for it.

 _Drop it Logan! You don't have time to bitch and moan right now!_ The voice in his head reminded him as the last brainwashed soldier fell to his claws. Logan looked back on his handiwork, unsure of how many more people he would have to kill today.

 _I just hope Stark can get that damn engine working again._

Then Logan heard something. Whatever it was, it was coming from one of the bodies. Looking over a victim, he saw it. A small, black radio attached to the dead man's front, scratchy static coming from the speaker.

"This is Ag…move towa…ention lev…etting the boss ou…"

Logan thanked his lucky stars that he had calmed down enough to not crush the radio on sight. He now had the means to hear what Loki's guys were planning, an opportunity he could not let up. He quickly ripped the radio free and spoke into it. "Could not copy. Please repeat. Over."

"This is Agent Barton. All troops move towards the detention level. We're getting the boss out of here."

 _Barton? Detention level? Boss?_

Then it hit him.

Loki. They were freeing Loki.

"Roger." He hissed into the radio, dropping it on the ground before bolting off to the Asgardian's cell.

 _Nice try, but you're not getting away bub!_

 **Next time: Loki makes his move!**

 **That's all for today, but before we go, I'd just like to say thank you to all my loyal readers for your patience. Nothing is scarier than the prospect of being spammed by people demanding updates 24/7. And it makes me smile to know that the people reading are patient enough to wait. Well I hope this chapter was worth the wait, and I'll see you guys next time…**

 _ **And don't forget toplace your bets on this month's annual Bunsen Burner auction! For a down payment of only $50.99, you can set fire to everything to your mom's curtins to the homes of your enemies! Send your wagers to…**_ **BANG!**

 **Well, that should shut him up for now. See you soon everyone!**


	13. Ch 12: Freeing the Trickster

**I'M BAAAAAAAACK!**

 **Hi everyone! You're all probably sick of me saying this over and over again, but I really do apologize for the constant delays. This one was especially hard for me. Not only is it my longest chapter so far, but I had to work on this while my new semester had been picking up pace. This year's workload is much more intense that it was last year, and I probably won't be back for a while. For those of you who have yet to enter college, fair warning…college is the mother of all Writer's Block.**

 **So, for my negligence, here's a little treat. Thank you to all my loyal followers for your reviews, favorites, and most of all, patience. You guys are what motivate me to get this thing done, and I hope that the wait is worth it for you all!**

 **Now, on with the show:**

Chapter 12: Freeing the Trickster

After trudging their way through what felt like the entire Helicarrier, MJ, Romanoff and O'Grady finally reached the living quarters. MJ's leg had been driving her insane the whole trip, but she chose to ignore it. Besides, Agent O'Grady's gunshot wound was a far more serious injury at the moment. Even she could tell that O'Grady had lost a lot of blood in the time since he had been shot. Puling the agent into her room, MJ helped Romanoff position O'Grady on the bed before peeling off his shirt, all the while careful to keep the now-soaked fabric that she had torn from her skirt pressed against his shoulder.

Romanoff turned to her younger companion. "Do you know anything about treating gunshot wounds?"

MJ blankly shook her head. The most she knew about first aid was probably a basic finger cut or getting clonked on the head. She was an actress, not a nurse, and seeing so much blood was starting to make her very uneasy. She knew it was a good idea to keep pressure on the wound, but even she had to admit that Romanoff was the one that knew what she was doing at the time. Come to think of it, she thought, it was nothing short of a miracle that she wasn't screaming her head off right now. Seeing her clear confusion and shock, Romanoff put a hand on MJ's shoulder.

"Listen, it's going to be alright," she said quietly. The stern and direct spy MJ had been talking to earlier seemed to have traded away her professional pragmatism for a gentler and more encouraging tone. "You have every right to be scared, but I need you to stay calm and stay focused. Alright?"

MJ took a deep breath and nodded. Freaking out wasn't going to solve anything.

"Okay," Romanoff said, "I need you to grab the alcohol from that med kit and apply some to the wound as soon as I get the bullet out. Okay?"

"Sure," MJ said quietly but surely.

"Wait."

The women looked down at Agent O'Grady. His face was still twisted from the pain, but he was still well enough to speak clearly.

"Eric, you need to…"

"Radio."

Radio? MJ didn't understand.

"Fury doesn't know about Banner. He has to be warned!"

Romanoff's eyes widened, instantly understanding he colleague's concern. She pulled a radio from her belt and held it to the injured agent's face. Despite the pain he was in, O'Grady was still strong enough to address the Helicarrier clearly yet urgently.

"Agent O'Grady to Director Fury! We have the Hulk, Spider-Man and Thor on Research Level 4! Levels 2 and 3 are dark! I repeat, the Hulk is loose!"

XX

At the bridge of the Helicarrier, where a massive gunfight was breaking out between the S.H.I.E.L.D. forces and Loki's troops. Maria Hill and Nicholas Fury heard Eric O'Grady's severe warning.

"Sir, the Hulk will tear this place apart!"

Fury's answer came almost immediately after two 9mm rounds pierced another of Loki's possessed soldiers. "Get his attention."

Hill lowered her weapon and turned to a communications array, calling out to the hanger deck. "Escort 6-0, proceed to Wishbone and engage hostile! Don't get too close! Be careful of Thor and Spider-Man!"

" _Copy"_ a pilot's voice replied.

XX

Spider-Man's red gloved fist hammered away at the Hulk's huge green face to no avail. Unfazed by the strikes, the monster backed up into a wall, smashing the Webslinger into the hard steel. Thor leapt forward to help his young ally, but was met with a green arm the size of a tree trunk that sent him crashing into a table. Spider-Man's body seemed to be radiating pain, and he fell to the ground in a crumbled heap. Through the eyes of his mask, Peter could only watch as the Hulk picked up Thor in one hand and hurled him across the room.

Peter didn't think he was in any position to stand at the moment, his legs roaring like they were on fire. He and Thor had been coming at the Hulk with everything they had, pushing themselves close to exhaustion, and the Hulk seemed as fresh as ever. In the three years since that spider had bitten him, Peter had never encountered something so tough, so strong, so overwhelmingly powerful as the creature standing before him. If he couldn't keep this guy at the very least restrained, even with the help of a _Norse god_ , he didn't know what would. Bruce had been right about one thing; this beast was a living apocalypse.

But he knew that he also couldn't stop trying. He had never given up before, he wasn't about to give up now. Brushing aside the agony that spread across his body, Spider-Man shoved himself to his feet and scurried between the furious creature and his fallen friend.

"That…all you…got?" he wheezed as he balled up his trembling fists. "We're not…finished with you…yet!"

The Hulk merely growled as he shoved a steel counter out of the way, slowly advancing towards his miniscule adversary. Spider-Man desperately looked around him for something, anything, that he could use to his advantage. But he found none. Until Thor recovered, however long that took, it was just him and the Hulk. His sweat bleed through his suit as he prepared himself for the oncoming onslaught. This was it, this was the final stand of the Amazing Spider-…

A loud noise interrupted his thoughts. Something that sounded like a strange combination of a car engine and a raging wind. Curiosity overcame apprehension for a moment as he peered past the Hulk.

A fully armed fighter jet was positioned just outside the window by which they were fighting. Most men would not be able to accurately perceive it, but Spider-Man could just vaguely see the pilot raising his hands towards the center of the cockpit, and the carefully concealed machine guns were positioned right at the hulking green mass that separated them.

 _No…Have they lost their minds?!_

The answer was apparently "yes". A series of ear-splitting cracks erupted from the plane as a hail of bullets struck the Hulk square in the back. While most of the projectiles were successful, some did sail past their desired target and began tearing the room apart. Spider-Man had dodged gunfire before, but never something this fast or powerful. For a second, he was paralyzed by the sheer volume of everything going on around him. His ears rang like a church bell, and the sparks of light that resulted from the various impacts temporarily blinded him.

A blunt blow from behind brought the web head back to the land of the living. Something hard had collided with him and forced him onto the floor behind a desk, the best cover they could hope for. in this situation. through all the noise and confusion, Spider-Man still was able to twist his head around far enough to see Thor doing everything in his power to keep the younger man's body covered with his own. The Asgardian warrior must have tackled him from behind to try and get him to cover.

If Thor said anything else, it was drowned out by the thundering roar of the Hulk, who was understandably pissed off about getting repeatedly shot with a machine gun. The bullets still bouncing harmlessly off his tough jade hide, the Hulk raced towards the now shattered window, channeled all his strength into his thick legs, and propelled himself towards the aircraft. Spider-Man hoped and prayed that the jet could get out of the way fast enough.

A prayer that, to the young hero's horror, went unanswered as the monster smashed into the plane.

"NO!"

Peter shoved Thor off as he ran for the window. "Peter, stop!" Thor cried out. But his pleas fell on deaf ears. Shooting a web into the hull of the carrier, Peter swung towards the now barely suspended aircraft as the monster began to tear the vehicle apart. Thankfully, they were staying relatively close to the Helicarrier, though they were spinning very rapidly and were quickly losing altitude. The glass canopy shot off the plane as the pilot managed to eject form his fighter, only for a giant hand to seize it and wildly wave it around.

 _This isn't good._ Peter thought to himself. _I need to get him out of there. NOW!_

After a split second of contemplation, he came up with an idea. Rising his hand, he carefully tried to find the proper angle to launch his surprise, a feat made all the more difficult by how fast the fighter and its passengers were spinning. Finally, he found his opening, predicting just where the Hulk's ugly mug would be. With a level of focus worthy of professional marksmen, he pressed his fingers together and released a swift stream of sticky webbing towards the flying train wreck.

His gambit paid off. The web in his face was distraction enough for the Hulk to release his grip on the pilot's seat. Not confident enough in the functionality of the built-in parachute, Spider-Man released his grip on the Helicarrier, jumping into the ripping winds as he shot several webs at the flying chair. Obviously, being a light, squishy human and a fairly small chair meant that high altitude winds were a lot more prevalent, and both rescuer and rescued were blown back roughly fifteen meters from where Spider-Man jumped. But the web-slinger had prepared for this. No sooner did the reinforced web cable hit its mark did Spider-Man release another web towards the steel hull.

If asked to describe the scene, an onlooker would probably describe a chair with a man strapped in it connected to a rope, which was in turn connected to another rope attached to a flying aircraft carrier, with a young man struggling to hold them together.

Though "struggling" may have been a bit of an understatement.

Peter felt like his arms were going to rip out of their sockets. The pilot and his seat weren't that heavy, but given how hard both the winds and gravity were pulling him away from the Helicarrier, it felt like Peter was pulling a speeding motorcycle all the while floating in midair. Looking at his situation, he mentally cursed himself. How could he have been so stupid? Sure, he had saved the pilot from the Hulk (who, if Peter turned his head a fraction of a degree, could be seen plummeting from the sky, in the wake of a fiery explosion), but now he had no way of pulling him back to the ship. This was thousands of feet above the Earth, not the streets of New York where a roof could be used to capture someone's fall. All he had done was get them both killed.

 _You idiot! Romanoff was right, you don't know the first thing about something this big. I should have stopped; I should have thought of something instead of just jumping in like an amateur. What would Uncle Ben think if…?_

In a scenario that was becoming increasingly common, Peter's thoughts were interrupted. This time, it was by a strong hand gripping his forearm. Looking up, Spider-Man could see a blond Asgardian flying right next to him. He appeared to say something, but it was inaudible over the overwhelming noise. Without warning, Thor thrusted his hammer towards the Helicarrier, instantly catapulting all three of them towards the safety of the ship. For a brief moment, Spider-Man could swear he was flying, the dark grey deck a good twenty feet below his feet. Despite this incredible perspective, his arms and legs burned. It had been a very long time since he had exerted himself this hard, and he had almost forgotten how it felt.

No sooner did his red boots hit the ground did Peter Parker collapse, his vision going completely black.

XX

 _Finally!_

Logan let out a sigh of relief as he reached the door to the detention level. He had been sprinting along the endless stairs for what seemed like forever, trying to find where this stupid prison was. In hindsight, he probably should have taken a lift, it would have been a lot faster. But instinct was working right now, not common sense. He needed to get to Loki before his men did, and Logan tended to trust his feet more than anything else when everything was going to hell. Kicking the door off its hinges, he bolted down the hallway, quickly glancing at every single door to see if someone came out. Just as luck would have it, a man in the same tactical gear as the rest of Loki's troops popped out of a doorway, most likely having heard the mutant's heavy footsteps, and raised his rifle. But no rounds left the barrel, as three claws ran through the mercenary's chest like a hot knife through butter. Quickly removing his natural weapon from the dead man, Logan charged into the room to find another merc.

And he wasn't alone.

The door to the glass cell was wide open, its former occupant descending the steps with casual grace. One of his possessed mooks stood by the control panel, having just unlocked the door for his master. Seeing the clawed newcomer seemed to flip a sort of panic switch in the soldier's head, as the only thing that stopped him from unleashing a hail of bullets on Logan was Loki's outstretched hand silently telling him to stand down.

Sinister green eyes met angered brown ones as mutant and Asgardian slowly advanced towards each other. Logan's fists were so tight that if he hadn't been wearing the gloves that came with his yellow suit, he was sure that his fingernails would be cutting into his palms. By contrast, Loki looked more relaxed and calm than an old person doing yoga in the park, as if he was completely oblivious to the mutant who could tear him apart in a heartbeat.

"Well," Loki chuckled, "you seem to be rather aggravated."

"You're not going anywhere, bub!"

"Actually I think I am." Without another word, he nodded towards his armed companion. No sooner did Logan turn his eyes to the mercenary did several thundering cracks fill the air. Pain ripped through Logan's chest as the force of the rounds sent him stumbling back into the railway, bleeding all over the floor.

Logan's face twisted as he felt the bullets in his chest. He had been shot plenty of times, but that didn't make it hurt any less. Finally getting past the shock as he began healing, he quickly tried to come up with a plan. Just rushing Loki would only get him shot again. The man in question strolled past his rescuer to flash a face of mock pity at the collapsed mutant. "It's a shame," he mused. "You could have been a valuable asset. Perhaps we should make your death a little less painful."

Then it hit him. Loki knew all about his claws.

He knew nothing of the other side of him.

Feeling the bullets getting pushed out of his body by the regenerating tissue, Logan quietly caught each round before it could clatter to the floor. The longer he could dupe Loki into thinking he was a dead man, the better. Just as the final bullet exited his abdomen, he felt a piece of cold blue steel on his temple.

 _Perfect._

 _SKINT!_

"GAAAAHH!"

A pitched scream filled the air as Logan's claws pierced his enemy's stomach. A rifle clattered to the ground as Logan shoved the now barely alive mercenary into the green-clad Asgardian, causing him to stumble backward. Loki recovered quickly, showing the merc's body off of him as he faced Logan. Seeing the confused look on his enemy's face, Logan gave a tiny smirk as he revealed his still-healing chest. The fabric of the suit was slightly stained with blood, but the flesh beneath it looked completely unharmed, not even a scar visible. Opening his clawed hand, Logan saw the absolute shock on Loki's face as four compressed lumps of lead clattered to the floor. Lumps of lead that should have been stuck in the mutant's body.

Loki was beyond disbelief. "What _are_ you?"

Logan found himself look back on Loki's words. He had been asking himself that question for a year. Only now did he realize, no matter how much he wallowed in self-pity, no matter how hard he tried to deny it, he knew what he was. No…who he was.

And it was time for Loki to know to.

"The Wolverine." he snarled.

Three additional claws sprang from his hand as he swung a wild haymaker at Loki, the Asgardian backpedaling away from the deadly blades just before they could slice his face open. Seeing an opening, Logan thrust his foot out, kicking Loki back into the railing with enough force to break one of the beams. Logan raised his claws and charged at his staggered adversary, but all his strike caught was air. Loki had ducked just in time to avoid instant death, leaving himself primed to deliver a swift kick of his own to the mutant's stomach. Loki's lanky frame betrayed a surprising amount of strength, as Logan was sent crashing several feet back when the blow should have merely caused him to double over. Logan rushed back to his feet and charged Loki, the Asgardian facing away from him.

 _CLANG!_

An unexpected blow struck Logan in the head as Loki twisted around. Had Logan's vision not been sent through a kaleidoscope by the hit, he would have seen a piece of the broken railing in Loki's hands. By the time his sight returned to normal, Loki had sprinted over to his fallen soldier and extracted a large combat knife from his corpse.

Mutant and Asgardian raised their respective weapons and faced each other side on. Logan's right arm extended with his left hand close to his jaw, Loki's left hand gripping his makeshift baton horizontally as his right gripped the knife. Two pairs of eyes glared at each other with a single-minded determination and ferocity.

The rogue X-Man versus the fallen prince of Asgard.

Winner take all.

 _Here goes nothing._

With that final though and an animalistic roar, Wolverine lunged.

XX

MJ sat on the edge of the bed as Agent O'Grady rested. The pain in her leg had subsided for now, but all that had done was give her one less thing to distract her from the chaos all around her. Once O'Grady was stabilized, Agent Romanoff had left to help in the defense of the Helicarrier, leaving MJ with him for safety's sake. Most people, if left in a room for with nothing to do, would have been bored. MJ, on the other hand, was terrified. She had no idea what was going on, her boyfriend was fighting a living weapon of mass destruction, and she had just finished patching up a man who just got shot in the shoulder. The fact that she had not thrown up during the latter was still a miracle in her eyes.

 _Oh, Peter, please be careful._ Peter was tough, MJ of all people knew this, but that didn't stop her from being worried out of her mind. Especially since he had never (to her own knowledge anyway) fought anyone as dangerous as the Hulk. She herself had been in more dangerous situations than someone like her reasonably should, but she had never been anywhere near something as notoriously destructive as what happened in Harlem a couple years ago. Throw in the fact that people were talking about aliens, monsters and gods, and the young actress felt that her boyfriend had definitely bitten of more than anyone could chew.

MJ was snapped out of her thoughts by a lot of commotion outside. Deciding that leaving O'Grady alone for a bit would not be too much of a risk, she peeked her head outside to see what was going on. A group of S.H.I.E.L.D. agents were rushing down the hall. "Set up here and here!" the lead one barked, not even noticing the redhead's protruding head. "Barton's coming this way. If he gets to that cell block-Gaaagh! "

MJ screamed as the agent leading the group fell to the ground. Something was sticking out of his chest, but MJ did not notice, ducking her head back inside as the S.H.I.E.L.D. agents began shooting in the direction of the attacker. The gunfire continued for a moment before a loud explosion blasted the corridor.

MJ could barely control her breathing. It was almost as if the fighting _wanted_ to follow her around. Mustering up what was left of her courage, she looked out the door again and almost screamed. The walls were scorched with small bits of fire dotting the area. Many of the S.H.I.E.L.D. agents were unmoving, while those that were still alive cried out in agony. One of the survivors seemed to be reaching for his fallen weapon, but he never got the chance to use it. A small, thin object flew down the corridor and embedded itself in his back, ending his life. MJ's eyes turned to see who was responsible, and she almost did a double take. She had only seen pictures of him, but she knew exactly who the assassin was.

Clint Barton, clad in an otherwise simple black t-shirt, pants and boots, turned to one of the soldiers with him. "Stay here and deal with any survivors. I'll go get the target."

 _Deal with survivors?_ MJ gasped when she heard it. Loki must have done something terrible to Barton, because the man MJ heard about, who was apparently a trusted agent and a close friend of Natasha Romanoff, would never order unarmed people to be executed. Acting before she had time to think about what she was doing, MJ ran out of her hiding place before shouting "Wait!"

Almost on cue, the soldiers turned their guns on her and Barton, instead clutching a recurve bow for some reason, nocked an arrow and drew back. "Stand down!" he barked.

MJ raised her hands above her head, eyes darting between the various killing tools aimed at her. And this time, Peter was nowhere nearby to help. _Nice going, MJ._ She thought, cursing herself for her impulsiveness. She thought about her situation for a moment. Barton and his men would be more than willing to kill her and the survivors if it meant getting to Loki. She couldn't let them get him out, but she knew that there was no way she could fight them. At the same time, she could not let the injured S.H.I.E.L.D. agents die, not when she could do something about it.

After silently deliberating for a moment, she found a middle ground.

"Leave them alone. Take me."

Puzzled, Barton loosened his grip on his bow. With the weapon lowered, MJ could see a surreal blue glaze in his eyes, as if the irises were made of solid ice. it was almost as if he was possessed. "Take you?" he repeated.

"As a prisoner." she elaborated, pulling every acting lesson she knew to hide just how scared she really was. "Do whatever you want with me, just don't hurt them. Please!"

"Shut it!" one of the soldiers barked. "We don't have time for hostag- "

"Save it." Barton retorted, looking his companion in the face. "We'll let the boss decide how useful she is. Take her back to the jet, I'll continue to the detention block. Move!'

"Yes, sir!"

MJ took a deep breath. This was not going to end well. getting captured by supervillains never did. But in this case, it was better than leaving these people in danger. As Barton returned his arrow to its quiver and brushed past her, the two soldiers each roughly grabbed one of her arms and began to drag her away.

"Come on," one of then snapped, "move it!"

XX

" _Parker! …_ Parker!"

Peter's eyes strained against the glaring sunlight, trying to remember why he felt so exhausted and why there was a loud voice yelling his name. While the brilliant white light took up the majority of his vision, a darker shape slowly began to manifest above him. As he finally began to adjust to the light, he began to recognize Thor's bearded face looming over him. Now everything began to rush back to him. The fight with the Hulk, the falling pilot, his own stupid decision to jump out there, everything.

"Parker," the Asgardian cried out again, "are you alright?"

"Yeah…" Peter lied. His body felt like it had been stretched like a rubber band and his head was still spinning. He felt like throwing up, but managed to restrain himself from ruining his mask. Looking around, he found himself right inside the main entrance to the ship from the deck. Thor must have carried him there after he blacked out. Out of the corner of his eye, he saw two S.H.I.E.L.D. workers running over with a first aid kit.

"Is he hurt?" one of the asked.

"He is strained and weary, but he is well."

"Where's the pilot?" Peter asked as the medics began to help him to his feet.

"He's fine." Thor said. "He went off to help the others with whatever is going on here."

"It's Loki." said Peter as his legs began to work on their own again. "It's gotta be. Who else would be after us right now."

"Then we know what we must do. Once I get you-"

"No," Peter interrupted. "You go, I'll be fine."

"With all due respect, you-"

"Believe me, I've seen worse" Peter groaned as he pulled off his mask. "I'll get myself patched up. Go. Stop Loki!"

Seeing that there was no time to argue, Thor took off, leaving the two medics to help the red-clad vigilante down the hall.

XX

Cut, strike, parry, thrust, block, jab, slash, counter.

Blades and fists filled the air with noise. Logan's claws were unleashing an unrelenting storm of slashes and stabs that each missed Loki by centimeters, either nimbly evaded or intercepted by his improvised arsenal. Loki's attacks managed to occasionally reach past Logan's guard, but all they managed to do was slow Wolverine down. Pipe blows and knife stabs, painful as they were, would not be enough to stop him. This unending exchange continued until, seeing an opening, Wolverine made a swift cut with his right claw, bisecting the makeshift baton and leaving the Asgardian with only his knife. Loki cast the now useless section of pipe away as he readied himself for the next move. Wolverine advanced, his claws ripping through the air with the speed and ferocity of a tiger, only for each of his deadly slashes to sail harmlessly past their target. Each cut sidestepped, ducked or dodged, only managing lacerate the walls of the room and cut more sections of railing in half. Frustrated, Logan ramped up the attach speed, unaware that this was exactly what Loki wanted. Catching the mutant's overextending arm and twisting it into a bind, Loki proceeded virtually unopposed as he drove his knife into Logan's gut. Groaning in pain, Wolverine was forcibly slammed into the wall, unable to overpower Loki's strength as he drove the knife further in.

 _Bad move, bub!_

Snarling, Wolverine retracted the claws of his free hand before slamming his reinforced fist into Loki's cheek. While his own superior skeleton kept the blow from fracturing his jaw, the force was still enough to launch himself a good four feet away on the ground. Wolverine pulled the knife from his stomach and threw it aside, grimacing as the stab began to heal. Loki, now unarmed, pulled himself to his feet in time to see Logan charging at him full force. However, the former X-Man found himself once again overextended, as Loki once again caught his attacking arm. This time, instead of twisting it, Loki used Wolverine's own momentum, coupled with his new leverage, to throw the mutant across the room. Logan crashed into the ground but recovered quickly, turning around just in time for a boot to kick him in the chest and up against the wall.

 _That's it. No more Mr. Nice Logan!_

Adrenaline and instinct took command again as Wolverine slammed his whole body into Loki like a runaway truck, his arms wrapping around the Asgardian's abdomen as he flung them both to the floor. Now on top, Wolverine pressed his knee into Loki's chest and wrapped his hand around his throat. No escape now. The mutant rose his free arm, claws ready for the kill…

 _CRACK!_

A sharp pain rocked Logan's wrist just as he was about to finish Loki off. He turned his attention away from his pinned adversary to see several of Loki's remaining men flood into the room guns a-blazing. "Damn it!" he swore as he left Loki and dove for cover. These mooks were apparently smarter than the last ones, as they kept their distance instead of rushing him. One of them seemed to have something large strapped to his back, but Wolverine could care less. Jumping from his hiding spot, he was greeted by several pieces of hot lead ripping through his body. He ignored the pain and approached his assailants. One got a slash to the throat. Another was stabbed in the heart. He turned to tear into a third.

And then he stopped. For the first time in this fight, something other than the combat distracted him. His nose, ever keen, was picking up something strange. It almost smelled like…

His eyes widened in shock.

 _Ozone._

He immediately reversed himself, only for a brilliant blue light to fill his vision. Suddenly, something struck Logan in the chest with the force of a cannon ball, and it torched his skin like a bizarre mix of acid and flame. As sheer agony flooded his mind, the impact sent him flying back into the opposing wall, denting the steel in the process. Ears still ringing, Logan could barely register the new flurry of muffled sounds that followed Loki's surprise attack. He could just barely make out a loud voice shouting "No!" accompanied by a thud and a hiss, but that was about it. While his ears were recovering his eyes were still functional.

But, oh, did he wish they were not.

Whatever Loki had done to him, it was horrifying. Looking down, Logan could see that the attack had ripped away not just the shirt of Coulson's gaudy costume, but the skin around his chest as well. Adamantium-laced bones glistened in the overhead light and steamed from the heat. Thinking back to what Jean-or rather the Phoenix- had done to him on Alcatraz, Logan found himself calling this a very painful Deja-vu. His skin, while definitely healing, was still charred around the edges of his exposed ribs, and the impact alone was enough to keep even someone as tenacious as Logan from wanting to rise again.

He probably would have been staring at the sickening sight forever if his hearing had not fully recovered.

"Are you ever _not_ going to fall for that?"

 _CLANG!_

 _SCREETCH!_

Logan tore his eyes from his mutilated chest to see a very different scene. Loki's three surviving men were positioned at various points of the room. Loki was standing right in front of the glass cell, twisting a long golden shaft in his hands.

 _The scepter! Shit!_ The mooks must have stopped by the lab to retrieve it.

But what shocked Logan the most was the cell itself. For the entirety of his fight with Loki, it had been an empty glass shell with the door wide open. Now the door was closed.

And Thor was standing inside the cell.

Logan tried to piece the situation together. He figured Thor must have shown up to try and keep Loki from escaping, but had been tricked into jumping into the cell. Given the giant crack in the glass, it appeared that Thor had tried to smash his way out, only for the clamps holding the cell in place to loosen slightly. Logan's eyes shot back to Loki. Despite being exhausted from his duel with the X-Man, Loki's face was twisted in the smile of the same magnificent bastard he had seen Nick Fury interrogating just last night. Here he was, standing before his enemies as if he had been playing them the whole time. Cool as ever, Loki walked over towards the very control panel Fury had threatened him with before. Only this time Thor was the one about to take a thirty-thousand-foot drop. "The humans think us immortal." Loki sneered. "Should we test that?"

 _Whack!_

A loud yell echoed through the room as one of Loki's mooks collapsed. Logan looked past the others and took a minute to register what he was seeing.

"Move away please."

Phil Coulson, Fury's trusted errand boy, complete with his favorite suit, was standing in the doorway and holding what was arguably one of the strangest things Logan had seen. If it was about half the size and did not feature the slight orange glow around the barrel, Logan would have been compelled to call it a gun. It looked like something out of one of those video game she had seen Bobby and Pete playing back at the mansion. Whatever it was, it was imposing enough to compel Loki's two still-standing soldiers to slightly lower their own weapons. Loki himself was shocked with what Coulson was carrying.

And Coulson? His face was sporting the most confident smirk Logan had ever seen.

"You like this?" he asked as he advanced towards the cornered Asgardian. "We started working on the prototype after you sent the Destroyer. Even I don't know what it does." He pressed one button, and the barrel of the "gun" began to glow and angry shade of orange. Energy began to pulsate at the tip, and it was pointed straight at Loki. "You want to find you?"

Logan found himself silently chuckling. Annoying as he was, Coulson certainly knew when to show up at the right time. Logan didn't have the slightest clue what this weird sci-fi weapon was supposed to do, but Loki sure as hell wasn't going anywhere soon. _Guess Suits isn't all that…_

"Gagh!"

Logan's heart jumped into his throat as a short steel blade emerged from Coulson's chest. The gun fell out of view as the agent gaged, roiling from the sudden trauma.

And behind him, Loki, his illusion that not even Logan had noticed still dissipating, was snickering, his golden scepter stuck in Coulson's back.

"NOOOOOOOOOOO!"

Thor's scream was the only sound that registered in Logan's ears. Normally he would have been baffled as to how Loki had been able to throw together such a convincing illusion so quickly, but not this time. The only thing the clawed Canadian's brain was registering was Coulson's limp form falling to the ground as Loki removed his weapon. Logan had never liked Coulson, but he knew him well enough to know that he was a good man, better that he himself would ever be. and if there was one thing he hated more than pushy schmucks it was psychos who killed good men in cold blood. And Loki had done just that. Shock turned to anger, and rage began to fuel him as he tried to lunge forward, but he only succeeded in stumbling and falling on his face. His while his tissue had regrown, he still lacked the strength to reach the murderous trickster.

Loki's minions aimed their weapons at Logan's collapsed form, as if to dare him to make another stupid move. Loki himself, his mouth curled into a maniacal grin as he walked back to the control panel. Logan and Thor looked at each other, their faces sharing a mixed expression of their shock of Loki's actions and their fear of what he was going to do next. Loki flipped a switch, opening up the floor beneath Thor's cell. The howling wind was sounded like a lion's roar as it ripped through the room. Loki raised his hand over the release switch, letting it hover for a moment Thor's eyes turned to his brother, as if begging him not to follow through with his actions. Logan had seen men like Loki before. He knew that expecting such things from them was a fool's errand. And yet he found himself wishing the same thing.

 _Don't do it!_

Too late.

One press of a button later, the steel clamps holding the glass cell I place pulled away. The cell, Thor still inside, slid out of view, racing down the hole in the ground with a metallic screech. Several short yet terrifying seconds later, the screeching stopped. The howling wind returned

Thor was gone. Weather he was alive or not was just as much in the air as the cell.

Logan was not one to be paralyzed by shock, but for all his newfound hatred of Loki, he could not bring himself to move a muscle as he lay sprawled across the floor. Just an hour or two ago, Loki was their prisoner and the Tesseract was within arm's reach. Now Thor was gone, Coulson lay there dying, and Loki was free to leave. How could everything have gone to hell so fast? It took a surprising amount of effort to get him to turn his head towards Loki, who was nonchalantly closing the hatch. Coulson was still on the ground, bleeding as his back rested against the wall…

Wait a minute.

Coulson.

Looking carefully, Logan could see Coulson's hands steadily fidgeting with the massive weapon laying in his lap. _He still wants to use that damn thing!_ Part of him wanted to groan at Coulson being so stubborn, but another part was overjoyed at the prospect of Loki being on the receiving end of whatever this thing was shooting. But Coulson was near the door. Loki was sure to see what he was doing. _I have to keep him busy. Just for a second._

"You're gonna lose." he groaned.

Loki turned around mid-stride to face the Wolverine again, the mutant finally having the strength to pull himself to his feet. The mercenaries raised their guns, but Loki stopped them from shooting. _So far so good._ Logan still had to hold the railing in a vice grip, but at least he was standing.

"Am I?" Loki asked.

"Yeah," Wolverine said, looking the smug god dead in the eye. "You are. Birds fly, fish swim, guys like you lose."

Loki chuckled as he strode towards Wolverine, threateningly pointing his scepter at his barely stable enemy. "Your heroes are scattered. Your floating fortress falls from the sky. Where _is_ my disadvantage?"

Wolverine smirked. "Conviction, bub. You ain't got it."

Loki's arrogant smirk turned into an irritated scowl. "I don't think I-"

"NOW!"

Logan ducked just as an enormous blast of fiery energy erupted from Coulson's gun. The mooks were fortunate enough to only get grazed and knocked on their asses. Loki was not so lucky. The blast struck the Asgardian square in the back, sending him flying with enough force to cause several of the walls to explode as he punched through them.

Logan emerged from where he had been crouching and turned to face the mortally wounded Coulson, smoking cannon and all.

"So _that's_ what it does." He gasped.

XX

Spider-Man rushed through the doors of the bridge, oblivious to the people he had to practically shove out of the way. the medics had initially been helping him down the hall, but once he was sure that he was well enough on his own, he left them and took off at full speed. He needed to find out what was happening and quickness took priority over his own physical state at the moment. He still felt excessively tired after his bout with the Hulk (he quietly hoped that Bruce was okay), but he could still work.

If only he could say the same about the bridge itself. It looked like the room had housed a miniature war, smoke pouring off of virtually every surface. Medics were going over the injured, ranging from small cuts and bruises to people on their backs moaning in pain. Luckily for Spider-Man, Maria Hill was one of the less injured ones, though the smear of blood down her face was troubling nonetheless. For all the cold professionalism she seemed to share with her boss, she did seem relieved to see the young hero approaching her.

"Are you alright?" she asked. "We saw what happened with Banner."

"I'm fine," Spidey said, his slightly labored breath concealed by his mask. "What's going on? I just sent Thor to try and stop Loki."

"Captain Rogers and Stark just got done fixing the engine, but I don't think we can divert enough people to find the rest of Loki's men."

"Let's just hope Thor can keep…" Spider-Man stopped mid-sentence. His eyes had fallen over a security feed showing the deck of the Helicarrier. The Quinjet that he deduced Loki's troops had come in was parked right in the middle, and men were starting to file into it. Two more emerged from below and seemed to be dragging someone with them.

Someone with bright red hair.

"Oh God," Peter gasped. "MJ"

"What?" Hill asked, but she never got an answer. Peter was sprinting down the corridors, trying to get to the deck ASAP. His fatigue from fighint the Hulk meant absolutely nothing right now. If Loki though that he was going to get away with kidnapping the woman he loved, then he was dead wrong. _Hang on MJ, I'm coming!_

Finally, he reached the door, practically kicking it off his hinges. Whipping his head in every direction, his eyes finally found the Quinjet. The two goons who had been carrying MJ away were just starting to climb the ramp with her in tow.

They would not get far.

"Hold on, Mary Jane!" he shouted as he sprinted towards the jet. His shout caught the attention of everyone near the plane, and a hail of bullets found themselves flying towards the webhead. He leapt into the air, vaulted over a parked fighter jet, and shot a web towards a pile of boxes. He swung his arm foreward, the web pulling the crate with him as it sailed towards the jet. Several of the soldiers had emerged from the jet to join in the assault, which only gave the projectile more targets to hit. Most of them were able to scatter, but one was knocked backwards and slammed his head into the side of the plane. All this happened before Spider-Man's feet had even returned to the ground.

Then, without warning, the deck below his feet exploded, sending him tumbling away from the jet. After a day of being beaten up in various ways, this newest development was less than welcome. But as the smoke cleared, revealing Loki's slim, green-clad form, golden scepter smoking in hand, the only thing registering in his mind was sheer dread.

 _No! Not him! Not now!_

Striding past the incapacitated vigilante, Loki approached his means of escape, eyeing his lovely hostage as she backed away in fear. Seeing her tremble before him brought a wicked smile to his face. "I did not plan to take hostages while here," he slyly remarked, placing a hand on Mary Jane's chin as he did so. "But I'm sure I can find use for you."

 _No….NO!_

Peter strained to pull himself to his feet in a vain attempt to stop the madman. No sooner did he stand again did Loki, now a free man, stride into the Quinjet with his weapon and Mary Jane Watson in tow. As Spider-Man started to run, the Quinjet began to rise. As he started to jog, it started to depart. And as he tried to sprint, the jet flew away, well out of reach for even the Amazing Spider-Man's webs.

"MARY JANE!"

Too little, too late. Loki was gone, and Mary Jane with him.

XX

Logan silently cursed the medical team for how long it took them to get to him, but that could wait. Coulson was getting worse by the second, the fact he had lasted this long was nothing short of a miracle. Nonetheless, he fully expected them to take at least some time to get to him due to the whole Helicarrier going to hell.

What he did not expect was Nick Fury himself leading the two into the cell room.

"What happened?" Fury asked almost immediately. "Where's Loki?"

"Shut up and get over here!" Logan barked, "Coulson's been stabbed!"

That seemed to be enough to grab the one-eyed spy's attention. Fury ran over to the two of them, Logan's glove stained red from putting pressure against the wound. Once there, Fury dropped beside the discarded Destroyer gun and tried to keep his loyal agent conscious.

"Sorry boss," Coulson wheezed. "The god rabbited"

"Just stay awake." said Fury, his voice half pleading, half ordering. "Eyes on me!"

Coulson gave a weak smile, as if oblivious to the worried stares of the two men before him. "No…" he breathed, "…I'm clocking out here"

"Cut the bullshit." Logan snapped, though his voice carried more concern than anger, a rarity if there ever was one. "You're going to make it. Just hang on!"

Rather than take the Wolverine's bluntness like most, Coulson just continued to smile. "It's okay, Logan…this was never gonna work…if you didn't have something…to…"

No more words followed. The last thing to leave Phil Coulson's mouth was a slow, sad breath as his eyes lowered themselves.

"No…" Logan hissed, forgetting any animosity he had ever had for Coulson in the past. "Quit it Coulson, stay with me! Phil…PHIL!"

Nothing.

XX

As the medics reached past the shell-shocked mutant, Nicholas Fury looked on with his own grief and sorrow. No amount of clever steely exterior could shield the S.H.I.E.L.D. director's grief from the world. His enemy escaped, his plans to fight him all but destroyed, and now his most loyal agent lay fallen before him. Resigning himself to reality, Fury could do nothing but reach up towards the communicator that rested on his ear. He adjusted it to the universal frequency of the ship's personnel.

The message reached the ears of Steve Rogers, Anthony Stark, Peter Parker, Natasha Romanoff, Maria Hill, and Eric O'Grady with the same somber tone.

" _Agent Coulson is down"_

 _Agent Coulson is down._

" _A medical team is on its way to your location."_

" _They're here… They called it."_

 **Next time: the heroes regroup**

 **Now, before anyone flips out,** _ **yes**_ **I am fully aware that I have turned Mary Jane Watson into a damsel in distress…** _ **again**_ **. However, unlike other clichéd writers, I full intend for this to be the very last time MJ EVER finds herself in this situation in my AU. Why? If my lazy rear gets around to my planned sequels, you'll see!**

 **Thank you all for reading and I'll see you guys next time!**


	14. Ch 13: Suit Up

**Long time, no see, huh?**

 **Thank you all for being so patient with me. Last semester was nothing short of a warzone for me. Luckily, I passed all my finals and I finally managed to find the time to step away from my other fandoms to finish another chapter. And…ON MY BIRTHDAY! For those reading on the day of publication, I am officially 20 years old today. So, here's my birthday present** _ **from**_ **me, to you, my loyal readers.**

 **But it's not all fun and rainbows. Last month, my fellow writer and friend, Skylight Sparkle, author of the fantastic series** **Pokémon: The Road You Choose** **, had her house broken into while she was visiting her family for Christmas. The robbers stole much of her personal electronics and devices, including her external hard drive. If you have not heard of her, please go and read her amazing stories and give her all the support you can. Good luck, Sky!**

 **And of course, we had possibly the biggest blow to nerd culture in recent years last month. On December 27** **th** **, 2016, Carrie Fisher, best known for her portrayal of Princess Leia in the Star Wars films, passed away after a massive heart attack. Despite this Avengers rewrite being my first story, Star Wars is always my first love, so watching such an important piece of my favorite franchise pass away was pretty hard on me. My next major project will be a Star Wars fic, and now I am motivated more than ever to make sure that it is nothing short of perfect. Before you start reading, I ask that you all take a moment of silence for this wonderful member of the film industry and everything she did.**

…

…

…

 **Rest in Peace, Carrie. You will be missed.**

 **Now, let us continue.**

Chapter 13: Suit Up

The bridge was filled with an unusual sense of silence. Aside from a few bustles of the work crew, not a sound was heard. Ironic, considering the heated argument between the conference table's occupants earlier that morning.

Steve, Peter, Tony and Logan all sat somberly, looking off into various distances. Their uniforms were gone, Logan having decided that wearing a S.H.I.E.L.D. uniform shirt while his yellow uniform was being repaired wouldn't kill him. Logan grimaced as he thought about the disaster of the past few hours. Loki had escaped, Coulson was dead, no word on where Banner and Thor had landed, and Parker's girlfriend had been kidnapped during the fighting. _Why didn't you stop him?_ He thought. _Why'd Coulson have to be such an idiot?_

Logan immediately stopped himself from thinking such things. Coulson may have been too idealistic for his own good, but he was a good man.

A good man that Loki had murdered.

Logan glanced over to Parker, nervously twiddling his thumbs as he sat. Logan was not usually one to feel sympathy for others, but even he couldn't help but feel sorry for the kid. If anything, he had been more needlessly optimistic than Coulson had ever been, but he was, again, a good person. And now his girlfriend was in Loki's hands. The retired X-Man found himself in an odd mix off feelings, balancing out between his growing hatred of Loki and his pity for Parker. He thought about Jean for a moment. Jen was much stronger than Watson, or for that matter anyone, so she could easily get herself out of this kind of situation. But even if he knew that, would he have been acting any differently?

 _No…you wouldn't_

A familiar scent, drifting from the door to the bridge, caught his nose. Glancing towards the door, he had to restrain himself from growling. Nick Fury, who's arrogance and paranoia was probably responsible for much of what had happened, walked into the room. Logan hoped that he was just going back to the bridge to order the S.H.I.E.L.D. workers around and leave them alone, but these hopes were dashed as the one-eyed man walked towards the conference table.

 _What the hell do you want now?_

Fury said nothing. He merely paced to the center of the room, looking on to the conference table. Rogers and Parker looked up, as if to listen to whatever Fury had to say. Logan and Stark, finally agreeing on something, didn't bother to even acknowledge Fury. They just kept their eyes on the wall, uninterested in Fury's words.

"These were in Phil Coulson's jacket." Fury said somberly. "I guess he never did get you to sign them." A soft fluttering filled the air, and Logan heard something light fall onto the table. It seemed that Fury had tossed whatever was in his hands onto the table. Giving in to sheer curiosity, Logan glanced back. He saw about a dozen small rectangular pieces of paper, all covered in blood. Logan had observed enough kids in his time to recognize that they were cards.

Captain America cards.

Steve Rogers reached forward to pick up one of the blood-stained cards. Logan caught a glimpse of the image; it was Cap wearing the ridiculous costume from those old World War II serials, back when he was part of the ISO shows. Logan never understood how people got invested in silly pieces of collectable junk, but to each his own. Cap was Coulson's hero, as he was for virtually everyone, and Logan fully understood that.

"We're dead in the air up here." Fury continued. "Our communications, the location of the Cube, Banner…Thor," Fury sighed. "I've got nothing for you. Lost my one good eye." He paused again. "Maybe I had that coming."

Logan's eyes shot up to look Fury dead in the face. No words left the mutant's mouth, but his face communicated everything one needed to know. Anyone looking at Logan would register his expression as on that said, to put it nicely, "No shit."

 _If you think that you weren't responsible for this, you're dead wrong, bub!_

Fury got the message. It was time to come clean.

"Yes. We were going to build an arsenal with the Tesseract." Fury began to walk around the table, passing Parker and Rogers along the way. Logan just scoffed. At least Fury was finally being honest.

"I never put all my chips on that number, though, because I was playing something riskier."

 _Riskier?_ Logan gave up trying to ignore Fury, finally looking towards the spy. If Fury had been hiding something else, he wanted to know. Now.

And Fury appeared to finally be ready to tell it.

"There was an idea -Stark and Parker know about this- called 'the Avengers Initiative'. The idea was to bring together a group of remarkable people…to see if they could become something more. To see if they could work together when we needed them to, to fight the battles that we never could."

A lightbulb flashed in Logan's mind. He had been so busy trying to avoid working for S.H.I.E.L.D. in the first place that he had completely forgotten what Coulson had been offering him. Fury wanted to make a super-team, a sort of X-Men under his belt. Logan found himself kicking himself for so actively avoiding any sort of hero business since Alcatraz. Now that was coming back to bite him and everyone else.

Not that it would have helped much. Fury seemed to have collected the worst collection of people for this that he could. A mutant who just wanted to be left alone, a soldier out of time, a rich idiot who could only work for himself, a college student too naive to understand the world. This was his big idea?

"Phil Coulson died still believing in that idea," Fury continued. "in heroes."

Barely a fraction of a second passed since Fury finished his sentence. In that time, Tony Stark bolted out of his seat. Pale as a ghost, with an odd mix of anger and fear on his face, he just stood there for a moment. Then he simply walked away.

Logan's eyes followed Stark as he departed. He turned back to Parker and Rogers. The latter was still staring at the bloodied card, while Parker's expression had not changed in the slightest. After a few seconds, Parker followed Stark's cue, departing the bridge from the other door without a word. All that was left was the clawed mutant, the old soldier, and the defeated spy.

"Well," Fury murmured just loud enough for the two remaining men to hear, "it's an old-fashioned idea."

Logan looked down at the table, staring at his own dark reflection. _Maybe it is,_ he thought.

XX

Peter Parker had always been a man who acted. Even before he gained his powers, he had always tried to be an active individual, if only mentally. If there was a problem, he always looked for a way to resolve it, and kept looking until he could find one that worked.

Now, shuffling down the corridors of the S.H.I.E.L.D. Helicarrier, Peter Parker found himself unable to do even that.

MJ was gone. He had no idea where Loki had taken her. Not only that, but he also had his scepter back and still commanded the Tesseract. At least Osborn and Octavius had personal vendettas with him that could give at least some hint as to where they were hiding out. Loki had no such vendetta. He could care less about the random earthling in spandex. MJ was just a shield to him, not bait.

 _Why'd I let her go? Why couldn't I save her?_ Peter dug his nails into his palms as he continued to walk aimlessly. No matter how hard he racked that brilliant mind of his, he could not come to an explanation as to why he had failed so spectacularly. MJ was his girlfriend, and even before that, she had always been one of his loved ones. She was his responsibility, and he had allowed her to fall into danger _again_.

"How many agents did I…"

"Don't."

Peter's ears picked up on the sounds better than he should have. Taking the first time since he left the bridge to actually look at where he was, he saw that he was in the medical wing. _The places you go when you're lost I guess._ He cocked his head in the direction of the sound.

He had wondered where Natasha Romanoff had been for the past hour. She was sitting on a hospital bed, all traces of the cold, pragmatic professionalism gone. She was staring at a man sitting on the bed, his face drenched in sweat. Peter had seen the profile picture of Clint Barton enough times to know exactly who he was. "Don't do that to yourself, Clint. This is Loki. This is…monsters and magic and nothing we were ever trained for."

 _So he's free._ Peter had never seen Barton face to face, and for the longest time, he had been under Loki's control. Who could he be? Hesitantly, he knocked on the doorframe, catching Romanoff's attention.

"Mr. Parker."

"Agent Romanoff."

"Is something wrong?"

"No, I'm fine." he lied. He hadn't been kicked out yet, so that was a good sign. After silently asking for permission, Peter entered the room.

Romanoff turned back to her bedridden companion. "Clint, this is Peter Parker. He's primarily a research assistant, but he also helps in the field."

"Really?" Barton said with a small smile. "What can you do, kid?"

"Understand complex astrophysics, perform exceptional photography, bench press a car, climb walls, shoot organic adhesive cables from my wrists, and dodge bullets while dressed in spandex."

Barton paused for a second, as if to wrap his head around the absurdity he just heard. Then he relented. "Sure," he said. He quickly switched back to the prior subject. "Loki, did he get away?"

"Yeah," Peter whispered as Romanoff paced near the window. "Do you have any idea where he is?"

Barton sighed and reached for a glass of water. "I didn't need to know. I didn't ask. He's gonna make his play soon, though. Today."

 _Today?_ Peter's throat went dry. "Well then we need to find him, we have to stop him!"

"Yeah?" Baron asked, somewhat sarcastically. "Who's we?"

"I don't know." Romanoff replied, turning around. "Whoever's left."

"Well," said Peter, "That's just you, me and Cap from what I can tell. Thor and Bruce are gone, and I doubt Tony and Logan want to take orders from anyone right now."

"Well, If I put an arrow through Loki's eye socket, I would sleep better, I suppose."

"Arrow?"

"Raised in a circus, kid," Barton grinned. "Archery master. If it's long and pointy, I can put it anywhere."

"Now you sound like you." Romanoff smiled.

"But you don't," Barton turned to Romanoff slightly so he was looking at both his visitors. "You're a spy, not a soldier. And you're just a kid. And now you both want to wade into war. Why? What did Loki do to you two?"

Peter sat in a nearby chair so that he was eye-level with the inebriated archer. "What Loki did to me was kidnap the woman I love as a hostage. But even if he didn't, I would still do this." He looked down at his wrist. "I have these powers, which means I have a responsibility to use them. And if that responsibility means I have to break Loki's jaw to stop an alien invasion, I'll do it."

Barton looked at his for a second, then nodded. "Good man." He looked at Romanoff, expecting her own answer. Instead all he got was silence, the spy looking down at her boots. Peter had seen many faces on Natasha Romanoff since he arrived, but he had never seen her unsure.

He had never seen her fearful.

"Natasha…" Barton whispered.

"He didn't. I just…" she paused. Raising her head, she took a deep breath before addressing her companions. "I've been compromised." Her voice was still quiet, but had retained some of the strength Peter had become accustomed to.

"I've got red in my ledger. I'd like to wipe it out."

XX

Sitting alone in a room with Tony Stark had always been one of the last things Logan wanted to do. Yet somehow, standing in the empty cell room, mere feet from where Phil Coulson died, seemed better than anywhere else on the ship for both of them. Stark was standing at the edge of the balcony, staring into the empty chasm. Logan leaned against the wall near the control panel, fidgeting with an unlit cigar. Neither man spoke to each other, they just took in the quiet around them. Nothing to do, nothing to work with. Logan hated sitting around. If it were up to him, he would have been tearing the world apart looking for Loki. But what could he do?

What could anyone do?

 _So much for your "Avenger's Club House" idea, Fury_.

A series of footsteps caught Logan's ears. Tilting his head, he saw Steve Rogers quietly walking into the dreary room. Logan said nothing, merely nodding as Rogers entered the room. Rogers acknowledged this, and took his own spot leaning over the balcony. If Stark knew Rogers was there, he didn't show it, still staring into the abyss.

"Was he married?" he asked, clearly referring to Coulson.

"No," Stark answered, finally breaking his silence. "there was a…cellist I think." Logan remembered that Coulson had been meeting with Stark long before anyone else. Of course Stark would know more about him.

"I'm sorry." said Rogers. "He seemed like a good man."

Stark lightly scoffed, a small smirk forming on his mouth. "He was an idiot."

"Was he now?" Logan cut in. still twitching the cigar, he slowly walked towards Stark. The last thing he needed was more of Stark's attitude

"Yeah."

"Why" Rogers asked, equally annoyed. "for believing?"

"For taking on Loki alone."

"I was there too, you know." Logan snapped. "Besides he was doing his job."

"He was out of his league, and you had a hole in your chest. He should have waited; he should have…"

"Sometimes, there isn't a way out, Tony." Rogers said.

"Right," Stark said, walking past the now aggravated Logan towards the door.

"You think I wasn't trying bub?

"Never said you weren't."

"Loki wanted war Stark, sometimes soldiers are lost…"

"We are NOT soldiers!" Stark barked as he whipped around. Logan and Rogers found themselves facing a new Tony Stark, one without a wisecrack in sight. "Don't get any funny ideas, Logan. I don't like Fury any more than you do. I'm not marching to his fife."

"Neither am I." Rogers interjected. "He's got the same blood on his hands that Loki does. But right now we need to put that behind us and get this done."

"How?' Logan asked. "I'm sorry Cap but I don't have a clue what we're going to do."

"Let's start with what we know," Rogers said, just as calm as ever. "Loki needs a power source. If we can if we can put together a list…"

"He made it personal."

Logan turned around to look at Stark, surprised by his comment. _Personal? What do you mean-?_ Glancing around, Logan saw that Stark was standing right next to a red stain on the wall. Right where Coulson died.

Where the only one everyone respected died.

"That's not the point." Cap said.

"No, wait," Logan interrupted. "Stark's right, that is the point. That's _Loki's_ point. He hit all of us right where we live. Your faith in Fury, Stark's friend, Banner, Barton, Parker's girlfriend. Why?"

Cap thought for a second. Then it hit him. "To tear us apart."

"Exactly!" Stark sounded excited, as if he had just found the secret to world hunger. "Divide and conquer is great, but he has to take us out to win, right? _That's_ what he wants." Quickly he brushed past Logan and Rogers, returning to his place on the balcony. "He wants to beat us. He wants to be _seen_ doing it!"

"Of Course!" Logan grunted. Loki was screwing with their minds. "I've seen this before. Magneto always found an excuse to show how great he was before he did something. These assholes need an audience."

"Right," Cap nodded, catching on. "I caught his act in Stuttgart."

"Yeah," Stark continued, "Yeah, that was just previews. This is opening night.

And Loki, he's a full-tilt diva, right? He wants flowers, he wants parades, he wants a…a monument built up to the skies with his name plastered…"

Stark stopped himself. It was like the fancy car that was his mouth had hit a roadblock. Logan looked at Rogers, who had the same shocked expression on his face. _Seriously, Stark? You're acting like the damn Sears Tower is bigger than your-_

Wait a minute

Tower

Stark

Logan finally caught on.

"Son of a bitch." Stark muttered as he bolted towards the door.

XX

Peter had been so engrossed in his conversation with Clint Barton (who as it turns out was a pretty decent guy) that he almost didn't realize the door to the infirmary sliding open. Captain Rogers and Logan were standing in the door, their uniforms repaired and ready for action.

"Time to go."

Peter looked at Romanoff for a second. "Go where?"

"New York," Logan answered. "Loki's going to open his portal from Stark Tower."

"How do you know that?" Peter asked.

"I'll tell you on the way." Cap quickly responded. He turned to Romanoff. "Can you fly one of those jets?"

Before Romanoff could answer, the bathroom door opened. Clint Barton, drying his wet hands with a towel, strode up to the captain as if it was any other Tuesday. "I can." he said.

Rogers, clearly taken aback by the recently-possessed agent so eagerly jumping at the chance to go, looked to Peter and Romanoff. In the short time he had gotten to know Barton (he insisted on being called Clint), Peter had no doubt that he was ready to take the fight back to Loki. Both of them nodded, which seemed to be enough for Cap. He turned back to the archer. "You got a suit?"

"Yeah"

"Then suit up."

Without another word, the room emptied. Peter had no idea what was going on, but he didn't care. If there was a chance to find Loki, stop him, and save MJ, he was all for it. He was just about to bolt down to his quarters to grab his suit when a hand grabbed his shoulder.

"Hey, kid."

Turning around, he saw Logan, yellow suit and all, holding him in place for a second.

"Yes?" Peter asked nervously, still remembering their skirmish in the woods. But instead of being confrontational, the mutant merely smiled.

"Coulson said this thing had a mask right?"

XX

Within minutes, the most powerful people on the S.H.I.E.L.D. Helicarrier were locked and loaded. Workers and agents cleared out of the way as the colorful cast of characters strode past them. Captain America, his overly patriotic outfit and unstoppable shield shinning like a beacon, led the way. To his left stood Natasha Romanoff, a pair of Glocks strapped to her thighs and a glowing blue wrist gauntlet on each hand, and Peter Parker, concealed behind the red and black mask of the Amazing Spider-Man. To his right was Clint Barton, a specialized quiver of his "special" arrows slung across his back, and the Wolverine, now sporting a yellow mask with black protrusions that, when combined with the rest of his yellow suit, made him look even more ferocious. Elsewhere, Tony Stark was adding the last minute repairs to his suit, and then the Invincible Iron Man would join them.

"It doesn't look that bad." Spider-Man quipped.

Logan never thought he would say these words, but he did. "Yeah, it's actually pretty cool." Maybe it was his remorse for Coulson allowing him to appreciate the late agent's handiwork a little more, but either way, the mutant couldn't bring himself to hat the suit.

 _Maybe it'll get shredded during whatever the hell happens today. Who knows?_

Not a single step out of line, the five costumed people strode into a parked Quinjet, getting the attention of the worker fixing one of the computers. Surprised, the poor young grunt rose from his position to face Captain America.

"Y…yo…You guys aren't authorized to be in here…

"Son…just don't."

XX

Back on the bridge, Nick Fury stood at the dead center of the room, half looking out the window, half looking at the pile of bloodied Captain America baseball cards in his hands.

"Sir."

"Agent Hill."

Maria Hill had been working with S.H.I.E.L.D. long enough to essentially "earn" the right to talk back to Director Fury.

"Those cards…they were in Coulson's locker, not in his jacket."

Caught in another one of his twists of truth, Fury gave no immediate reaction. Instead, he spread the cards out in his hand and stared at them for a moment.

"They needed the push." He finally said.

Before Hill could question her superior any further, she sighted two figures shooting across the sky. One was clearly a standard S.H.I.E.L.D. Quinjet, the other the size of a missile.

Or one of Tony Stark's prized armors.

"They found it."

" _We have an unauthorized departure from Bay 6_ "

Just as soon as the words came from the intercom, Eric O'Grady strode onto the bridge, his arm wrapped in a sling. "Director," he called out, "What's going on?"

Fury smirked. "Something big, O'Grady. Get our communications back up, whatever you have to do. I want eyes on everything."

"Yes sir."

 **Next time: the invasion begins!**

 **I don't know when the next chapter will be coming, but I hope to make it as soon as possible. Thank you all for reading, and I'll see you all later! :-D**


	15. Ch: 14: The Invasion

**Hey everyone, you know the drill.**

 **I'm so so SO sorry for this delay. I never intended for this to take as long as it did, and the combination of school and preparations for other projects kept me from remembering to get this going again. But, I do have good news. The story WILL be ending soon. I fully intend to have the final chapters uploaded by the end of this month, so I won't plague you guys with my procrastinating rear any more with this story. The last chapters will more than likely be much easier to write than these last two, for the obvious reason that these will be the exciting climax and the big action scene with the Hellicarrier was really fun to write. So, here's to hop-**

 _ **YEEEEEEEAAAAAHH DOG! HE'S Finally back!**_

 **HOW DO YOU KEEP GETTING IN HERE!**

 _ **Hey, just because you're a lazy grouch dosen't mean I can have my fun! C'mon, I'm the 'Pool, entertain me!**_

 **Ugh!...Well, here we go guys.**

Chapter 14: The Invasion

Mary Jane Watson had lived in New York all her life. She knew the city like the back of her hand, had been down every street at least once, knew everything there was to know about it. Even if she didn't know something, Peter most certainly did and had always been happy to share it with her. This city was where she was born, where she was raised, and where she would always call home.

But now, standing in the lounge of a commandeered penthouse atop Tony Stark's newly built skyscraper, with her hands bound behind her back as a green-clad schemer paced around her, all she could see in this city was a nightmare waiting to happen.

Shortly after her captors had taken her to New York, Loki had introduced her to Dr. Eric Selvig, whom she recognized from the files as the scientist Loki had kidnapped. There was something truly unsettling about him. MJ didn't know whether it was the eerie gaze in his eyes, which shone with an unnaturally pale blue, or the distant, seemingly aloof way in which he spoke.

 _It's almost like he's hypnotized. Wait…could Loki actually be-_

MJ stopped herself mid-thought. In the past 24 hours, she had been kidnapped by a Viking god who carried a magical spear that shot lasers and was apparently bringing on an alien invasion. Mind control suddenly didn't seem so farfetched to her now.

On the other hand, Dr. Selvig's work had her on the balls of her feet. The machine itself was enormous, roughly the size of a large refrigerator, though the intricate machinery made it look even more massive. MJ was no expert on advanced technology by any stretch of the imagination, but even she could tell that this was far beyond anything even Peter could have dreamt up. More telling than anything else, however, was the glowing object lodged in the center of the machine. Ever since Agent O'Grady brought the situation to Peter's attention, all MJ knew about the Tesseract had been through pictures or word of mouth. Now, as she looked into the machine's power chamber, she realized the talk was all worth it.

The Tesseract itself was not too radical. Beyond the pulsating blue light emitting from it, it appeared to be nothing more than a blue glass cube no bigger than a softball. But it was that glow that made all the difference. It looked like it was radiating energy, a source of nearly limitless power. And if everything she had read about it was true, then this thing was completely naturally occurring. No wonder so many people wanted to get their hands on this thing. MJ had seen enough cheap movies and read enough bad books (thanks to a nervous Peter, she had even seen some bad fanfiction) to be familiar with cheap devices to motivate people into action. Given the sheer power this cube seemed to embody, MJ promised herself to never make fun of such a cliché again.

Provided there was even a world after this was done.

"Beautiful, isn't it?" a silky voice oozed from behind her. MJ turned around to look her captor in the eye. In the short time he had occupied the tower, Loki had made himself quite at home. No sooner did they enter the penthouse had he seized a bottle of fine bourbon from the bar in the room and mockingly poured drinks to several of his possessed subordinates. It was as if he was so confident in his inevitable success that he could afford the premature celebration. Though MJ could see nothing in the situation that would merit any kind of joyous occasion.

Nor did she in any way agree with Loki's assessment.

"You call this beautiful?" she asked with as much assertiveness as she could muster. Loathe as she was to admit it, she had been held against her will more than enough times to be used to the sort of condescending attitude that Loki seemed to embody. She wasn't surprised by him, she wasn't taken off guard by his comments and actions, and more importantly, she wasn't scared of him. Despite this, talking back to a man that seemed to be radiating dominance and power was a challenge in and of itself. Still, she did her best to keep on a brave face as she stared into his eyes. "All I see is a cheap stunt for a guy with an ego to boot."

Had anyone else said those words, Loki might very well have broken them in two. However, he merely smiled at MJ's comment. "Oh, if only you could understand. Soon a force beyond reckoning will descend upon this world, and I will lead it to glorious victory. These pathetic peons will find themselves in their place soon enough."

MJ smirked. "Really?" she asked. "The guy who kidnaps a woman as some pretty bait to bring a few guys to watch his show is calling everyone else pathetic?"

This time, Loki did not merely grin. This time, he started laughing out loud, as if MJ had pulled a Mel Brooks punchline. "Bait?" he mused. "My dear sweet girl, who said anything about bait?"

MJ's smirk vanished. Loki had gone from grandiose to looming with only a few choice words.

"You think your champions will be coming to save you? That I am keeping you around as a means of luring them to their deaths?" Loki chuckled, playfully shaking his sharpened scepter inches from a bead of sweat on MJ's forehead. "No. Why waste your beautiful face as bait when it can be the symbol of my new empire?"

Any courage MJ had mustered against the Asgardian burned away. Only now did she see that this was no cackling Green Goblin hanging her from a bridge to attract Spider-Man's attention. She wasn't Loki's hostage.

She was his trophy.

All her previous captors would have made her scream. But now her heart was gripped with so much fear, she couldn't even do that.

 _BOOM!_

A reverberating noise ripped MJ and Loki's attention back to reality. Whatever the noise was, it was making her ears ring like a church bell. MJ held her ears for a moment, as if pressing them would dull the pain. Once she stopped hearing the constant ringing, she turned her gaze in the direction of the din. Loki was already turned, curious as to what had interrupted his moment of dominance.

Dr. Selvig was lying on the ground next to the machine, unmoving. MJ couldn't tell if he was dead, but she prayed that he wasn't. The generator was now surrounded by what appeared to be a transparent sphere of blue energy, almost like a bubble.

And hovering just above it, in his battered and scratched red and gold armor, was Tony Stark.

 _Mr. Stark? What's he – he must be trying to destroy the machine! But how did he get here? Are the others with him? Is Peter -?_

MJ's cascade of questions was interrupted by a strong grasp on her arm, slowly moving her towards the penthouse door. "Well," Loki sneered, "it seems you get to be the damsel today after all."

Loki and Stark's eyes met for a moment, then the armored inventor landed on a small platform that led into the building. A large metal ring emerged from the sides, slowly removing pieces of damaged plating from Stark's body. Despite the seemingly complex nature of the suit, Stark maintained his stride as his armor was removed, his gaze never leaving the green clad mastermind. MJ was forced to pick up her pace as Loki dragged her into the building, ever careful to keep her between him and Stark. MJ couldn't say she was surprised for this act.

Once inside, Loki resumed unleashing his silver tongue, this time at Stark. "Please tell me you're going to 'appeal to my humanity' for the girl's life." he said with his all too familiar condescending tone.

However, unlike most people, Stark did not seem even remotely fazed by the Asgardian's attitude. It was as if he had the same exact aloof tone no matter who or what he was talking to.

"Uh, actually, I'm planning to threaten you."

 _Threaten him? What are you thinking? You're not even wearing the suit!_

Where MJ was distressed by Stark's tone, Loki simply chuckled before stating the obvious. "You should have left your armor on for that."

"Yeah," Stark muttered. "It's seen a bit of mileage and you've got the…Glowstick of Destiny. You want a drink?"

Loki stared at his scepter, his grin never faltering. Judging that there was no threat, he loosened his grip on MJ, allowing her to instinctively run over to Stark. MJ didn't even know why she ran over, especially since Stark didn't seem to be taking the situation nearly as seriously as she would have liked. Nervously positioning herself on a barstool, MJ turned back to her smirking captor.

"Stalling me won't change anything-"

"No, no, no! Threatening!" Stark corrected as he walked behind the bar. "No drink? You sure? I'm having one."

MJ could hold her tongue no longer. She whipped her head around to face the billionaire, who was now pouring a glass of liquor without so much as a thought.

"What are you doing?" she hissed.

"Shh" Stark held a finger up to his lip before sliding the glass over to her. "Just relax, I've got this covered."

 _That's encouraging,_ she thought as she tentatively picked up the glass.

By now, Loki had moved to the window, starring across the city down below. "The Chitauri are coming. Nothing will change that. what have I to fear?"

"The Avengers."

MJ looked up from her glass, staring blankly at Stark, who was just in the middle of pouring a second glass of liquor. The Avengers? What was that? Based on the silence, she could only assume Loki was doing the same.

Seeing the blank stared, Stark decided to elaborate. "It's what we call ourselves. We're sort of like a team. 'Earth's Mightiest Heroes', type thing."

"Ah, yes." said Loki mockingly. "I've meet them."

"Wait," MJ asked as the realization dawned on her. "The others? You guys are coming?"

"Like it matters." Loki interrupted. "They are scattered. Ununified. They cannot stop me." Sadly, MJ knew he was right. The last time all those supposed heroes had been in the same room, they had been in the middle of a shouting match. How could they honestly come together now?

"Yeah, takes us a while to get any traction, I'll give you that one," Stark responded as he finished pouring his drink all while, unbeknownst to the other two people in the room, reaching for something behind the bar. "But let's do a head count here: your brother, the demi-god; Miss Watson's boyfriend, brilliant kid, great future ahead of him; a super soldier, a living legend who kind of lives up to the legend; a man with _breathtaking_ anger management issues; one world-renown physicist; a couple of master assassins, and _you_ , big fella. You've managed to piss off every single one of them."

"That was the plan." Loki smirked.

"Not a great plan." Stark responded, picking up his glass and confidently striding toward the Asgardian. "When they come…and they _will_ …they'll come for you."

"I have an army."

"We have a Hulk."

"Hulk?" MJ whispered. _They got Dr. Banner to calm down? They think they can actually use him?_

Loki was equally unconvinced. "I thought the beast had wandered off – "

"You're missing the point!" Stark interrupted, now sounding far more serious than he had in the entire time MJ had been his acquaintance. "There's no throne. There is _no_ version of this where you come out on top. Maybe your army comes and maybe it's too much for us but it's all on you. Because if we can't protect the Earth, you can be damned well sure we'll avenge it!"

That was it. The one thing that got Loki to drop his charming façade. Eyes narrowing, he approached the defenseless inventor, hands gripping the golden spear in his hand. MJ would have been amused that something had finally gotten under this guy's skin, but the look of growing frustration and anger on his face killed any kind of revelry she may have had. If she didn't know better, she would have sworn that the tip of the scepter was starting to glow the closer it got to Stark.

"How will your friends have time for me," Loki spat, "when they're so busy fighting _you_?"

Now MJ could tell she wasn't seeing things. The scepter was indeed glowing. But unlike the chaotic blast she had seen on the Helicarrier deck, this light was smooth and flowing, almost like water. Whatever it was, it was pointed straight at Stark's chest. MJ's heart pounded in her chest. This must be how Loki was controlling all his followers, and now he was going to do the same thing to Stark. She wanted to do something, she _had_ to do something! But whether it was her own fear or just Loki's threatening nature, she could not move her legs. All too late. The glowing blue blade reached out towards Stark's heart…

And stopped with a light metallic tap.

 _Huh?_

Loki and MJ's respective anger and fear gave way to curiosity. Whatever Loki was planning to do, Stark didn't appear to be affected in the slightest. Loki's face was akin to someone finding their phone dying when it was working fine a minute ago. confused, Loki tried again, the scepter humming as the energy surrounded it once again. Just as before, a light clank was all that greeted Loki's ears, and Stark was no worse for wear.

Loki paused, confused over the turn of events. "This usually works." he murmured.

"Well, performance issues," Stark responded, once again with the demeanor of a bored software store employee. "it's not uncommon. One out of five..."

Before Stark could finish his latest snide remark, Loki's free hand thrust out and seized him by the throat. Until now, MJ had been silent and still during the exchange. Now, she found herself jumping back and sharply gasping as Loki, in a surprising display of strength, launched Tony Stark across the room with a casual throw. Stark went flying before skidding to a halt just next to the window. MJ caught a brief glimpse of the Asgardian's face, which was now twisted into an angered grimace, but was verging on a rage-filled snarl, as he briskly walked over to his collapsed victim. MJ could vaguely hear Stark mutter something through gasps, but that was all she could make out before Loki once again grabbed him by the neck and hoisted him off the ground.

Where Loki's voice had once been a soft and coated with mock charm, now it was harsh and dripping with bile and hate.

" _You will all fall before me!_ "

"Deploy…" Stark wheezed. "Deploy!"

"Stop!" MJ shouted as she rose from her barstool, knocking it over as she ran over. "Let him go!"

"Gladly," Loki snarled.

With one precise toss, Tony Stark was sent flying, smashing through the glass of the window and careening down to the street below, without any suit of armor to defend him.

MJ was so paralyzed by what she just saw, she barely registered her own horrified shriek. This suited Loki just fine, as he turned back to his captive, as if to relish in her terror. He opened his mouth to speak, as if to grind salt into the growing wound that was her confidence and hope. But something stopped him. Another noise distracted him, this time akin to a shifting of giant gears. Then, suddenly…

 _BOOM!_

A massive red blur blasted out of the back wall like a cannon ball, complete with the racket. The object thankfully missed the remaining two occupants of the penthouse, but both were still thrown off their feet. Whatever the projectile was, it smashed through the remaining window and down towards the street. Despite her better judgement, MJ scrambled to the window, though the red object was to far away for her to know what it was. Her eyes strained to make out anything, but she could vaguely see it shifting, as if it was transforming. The red blur kept getting smaller and smaller, until a bright light suddenly flashed in its place. Now, instead of falling, the object was catapulting back to the top of the tower. As it drew closer, MJ began to make a shape out of it. It appeared to be shaped like a…

No. It couldn't be. There was no way. But it was.

It was shaped like a man. A man made of red and gold metal.

A metal man with Tony Stark's voice.

"And there's one other person you pissed off." Iron Man spat towards Loki, who had recovered and was now standing behind MJ.

"His name was Phil."

Loki raised his scepter towards Iron Man, but it was not his blue blasts of power that went flying past the redhead. Rather, it was a golden beam of energy shot from the armored hero's hastily outstretched palm that soared over MJ's head and sent the Asgardian crashing to the ground with a cry of pain. MJ's mind was flooded with shock about what was happening around her, but she did not have time to ask any of her countless questions before a pair of titanium arms wrapped around her and pulled her out the window. MJ let out an involuntary shriek following the initial jolt, she quickly calmed down as Stark pulled her away from the tower.

Dating a guy whose idea of fun was swinging through the city streets had its benefits.

"I'm getting you out of here." Stark told her. "Do you know anyone near here?"

MJ thought for a moment. Then she remembered something. Just a few weeks before, Peter had taken her to his version of a "romantic" lunch on a certain rooftop that offered a perfect view of Tony Stark's new skyscraper.

"The Daily Bugle office" she said, "Peter works there, we have friends- "

"I'll take you straight there." Iron Man interrupted. "Don't go anywhere else, we'll deal with Loki."

"You have to hurry." MJ tried to warn him. "Loki's machine is almost done; he's going to open- "

 _BOOOOOM!_

In what was slowly becoming repetitive, a loud bang came from the top of Stark Tower. Iron Man set MJ down on an overhanging bridge so he could see what was going on. Simultaneously, a gigantic column of blue-white energy erupted from the roof and into the sky. The beam traveled for several hundred feet, then stopped. Like water pooling in the bottom of a basin, the energy expanded in a circle, the center taking a midnight blue – almost black – shade. The circle grew large enough to envelop Yankee Stadium, then stopped. No sooner did the portal stop growing did hundreds of metal bodies flying out of it.

The Chitauri had come.

MJ and Stark stood dumbfounded for a moment before MJ finally broke the uncomfortable silence.

"I can get to the office from here. You've got…well…"

"Right…army."

Without so much as a thought, Iron Man blasted into the sky, straight towards the approaching aliens. MJ immediately turned and started running. The Bugle was only four blocks away from the tower, but she knew Stark couldn't hold them off forever. She broke into a sprint, dodging people and stopped cars belonging to other people who had seen the portal open. _Ignore it, MJ. Ignore the giant space hole. You have to get out of here, you have to get to the Bugle!_

It was good that MJ did not turn her head, otherwise she would have certainly screamed at the sight of waves of Chitauri war craft descending from the sky and firing wave after wave of lethal energy into downtown New York, blowing everything in their path into fiery oblivion.

XX

"My God."

That was all Peter Parker could say as he watched the scene unfold from his vid screen. The commandeered Quinjet had just entered New York airspace and was minutes away from the city, but it was too little too late. Loki's portal had opened, and swarms of alien warriors were unleashing hell upon the city. Even without the clear vision provided by the Quinjet's ability to tap into local security feeds, the smoke and fire could still be seen from the cockpit. Natasha Romanoff and Clint Barton sat up front, flying them straight into the warzone, while Peter, Steve Rogers and Logan were all in the back watching the carnage at a street level.

"We have to get down there now!" Captain America turned up front. "Romanoff, get ahold of Stark."

Natasha nodded, flipping on a special communications feed that directly linked to Stark's armor. "Stark, we're on your three and headed northeast!"

"What, did you stop for drive thru?"

"Cut the jokes and tell us something useful, Stark!" Wolverine snapped.

"Okay, relax!" Iron Man said, clearly irritated. "I've got a few on my tail, swing up Park, I'm gonna lay them out for you!"

Peter released a breath he didn't know he was holding. If Tony was fighting the Chitauri, then that must mean that MJ was alright and he could focus on the problem at hand.

He only hoped it would stay that way.

XX

Back atop Stark Tower, Loki Laufeyson gazed down at the battle unfolding below. As his magic restored his horned helmet and golden armor pieces to his body, the schemer let out a smile wider than the Hudson River. The bruise on his chest notwithstanding, his plan had finally come to fruition. As promised, his Chitauri allies were indulged in glorious battle, and would soon reduce this human city to ashes. Victory was so close; he could almost taste it.

"LOKI!"

An all-too familiar voice sounded form Loki's left. Sure enough, there he was. Thor Odinson, scarlet cape billowing in the wind and mighty hammer gripped in hand, stood on the tower's balcony, staring daggers into Loki's face.

"Turn off the Tesseract or I'll destroy it!" Thor shouted.

"You can't!" Loki sneered, pointing his scepter at his hated brother. "There is no stopping it! There is only… _the war_!"

"So be it."

Loki released a roar of fury as he lept down, bladed scepter poised straight for Thor's heart. As the brothers began to duel, a seemingly unending storm of alien warriors continued to down upon New York City, with only seven individuals capable of standing in their way.

The battle for Earth had begun.

 _ **Oh boy oh boy oh boy! This is getting exciting! I need popcorn! Or maybe some tacos, can somebody get me a…**_

 **Hey Wade, can you hold this for a second?**

 _ **Oh, sure no problem! Hm, "Nitro Firecracker". Sounds dangerous. And fun! What do ya want me to do with-**_

 _ **BOOOOOOOM!**_

 **Whew, finally!**

 **Before I leave you today, I'd like to share something I realized while writing this. Tony is saved from Loki's mind control thanks to the reactor in his chest. Given that the literal translation of the phrase is "god from the machine", this means that Tony was saved by a LITERAL** _ **Deus ex machina**_ **. Funny how the world works, amirite? ;-)**

 **For my fellow Americans reading on the day of publication, Happy Late Independence Day! I'll see you all soon! (hopefully next week)**


	16. Ch 15: And Then There Came A Day

**Hi, guys! I'm back!**

 **Wow, new update in less than a month, whoda thunk it?**

 **Here we go, the big climax is beginning. This was definitely the most fun I've had writing in a while, as the big battle scene is easily one of the greatest movie moments in recent years. Recreating it was a blast, and I hope you guys enjoy it!**

 **Also, I just saw Spider-Man: Homecoming the other day. Not giving anything away, but it was great! Easily one of Marvel's best. There was one small thing it didn't like, but the film is still awesome. Tom Holland is a fantastic Peter Parker (though Toby is still my favorite) and I especially liked Michael Keaton as the Vulture.**

 **On the topic of movies, however, I must admit that I have not seen GotG 2 yet…or Dr. Strange…or Logan…or even Wonder Woman. (sigh) I'm a bad fanboy aren't I? So please forgive me if you were expecting my thoughts on any of those.**

 **Okay, enough yammering, let's go!**

Chapter 15: And Then There Came a Day…

Logan didn't like flying. In all his many years, the air was one place he had never been comfortable being.

So, as one could imagine, thousands of flying freaks with lasers did _not_ improve his position in any form. Still it was a breath of fresh air to see a small swarm of them that were following Stark disintegrate in a hail of bullets from the Quinjet's under-mounted machine gun. Logan had just met Clint Barton in person a moment ago, though while he knew next to nothing about him beyond word of mouth, his marksmanship spoke for itself. Most people, when using this weapon, would more than likely just wildly spray and hope for the best. Barton managed to strike every one of Stark's pursuers with pinpoint precision. _I'd love to see what he does on the ground_.

But there was no time for measuring egos. The half-dozen following Stark weren't even a fraction of the horde coming from the sky. Knowing how himself, Rogers and Parker best operated, they would more than likely have to get up close and personal with these freaks.

Given all the trouble Loki and his ilk had been giving him, that suited Wolverine just fine.

" _Sir, we have more incoming!"_ an artificial voice sounded over their shared radio frequency, which Wolverine was almost certain belonged to Stark's A.I. JARVIS. Sure enough, two more waves of Chitauri were approaching the tower, one headed down towards the city.

"Fine," Stark said, "let's keep them occupied."

As Iron Man swerved off to deal with the city-bound aliens, the jet circled the tower to pick off the second swarm, each of the craft vanishing in a puff of fire and ash. Beams of blue energy sailed past the plane, some even grazing the hull, but it kept flying.

"Look," Spider-Man shouted from the back. "over there!"

Logan followed the web-head's extended finger, pointing straight at the tower. Straining his eyes, Logan could just barely make out two figures on the balcony. They appeared to be engaged in some kind of fight, and if the missing "R" and "K" from the "STARK" sign was any indication, it was getting nasty. One was wearing a green cloak with gold armor, wielding a large golden spear. It didn't take a detective to figure out who that was, and the thought of it made Wolverine's blood boil. Logan figured that in the unlikely event they managed to win this fight, it would require every ounce of his own willpower to resist beating Loki to death with his bare hands. However, the other figure was much more interesting to him now. A billowing scarlet cape flowed from his shoulders in stark contrast to Loki's green, and a giant hammer rested in his fist instead of a spear. His arms, once bare, were now covered in silver metallic sleeves that matched his regal armor. His blonde hair was flying around like a mop head as he contorted his body to meet the demands of the combat. He looked charged, angry, commiting himself to every mighty stroke.

And Logan had never been happier to see Thor Odinson in his life.

However, as Wolverine remembered, Loki was no slouch in personal combat, nimbly evading one of the hammer blows before seizing his fellow Asgardian and smashing his head into the glass railing of the balcony.

"That them?" Barton called back.

"I see them." Romanoff yelled back, her eyes also glued to the trickster grappling with Thor. The Quinjet swerved around, nose poised directly towards Loki.

"Shoot him down!" Logan shouted. "Shoot him down!"

Barton nodded, and the machine gun roared to life, spraying the deck with a hail of lead. But before any of Barton's magic rounds could pierce Loki, he had already thrown Thor to the side to confront his new assailants. He rose his scepter towards the aircraft, the weapon beginning to glow with a faint blue light.

Wolverine's eyes widened in terror. "LOOK OUT!"

No sooner did he dive to cover up Spider-Man and Cap did a massive explosion rock the jet. It was later that Logan discover that one of the rotating turbines in the wings had been Loki's target, the structure spitting out smoke and fire. Logan could think of a thousand things to call Loki at the moment, but now he was more concerned about the crashing jet and its occupants. It was too chaotic to get anyone strapped into any of the safety harnesses, and there was a good chance that himself, Cap and Spidey would be reduced to a bloody pulp if they were just bouncing around in the jet. Romanoff and Barton struggled to keep the violently bucking plane stable even as it began its spiraling decent, doing everything they could to slow the vehicle down.

"Kid!" Wolverine shouted over the racket, "Can your webs…?"

"On it!" Spider-Man yelled, quickly catching on. Muscling his way over to Wolverine and Cap, he began to expel mass quantities of his webbing across himself and the two older men. The repetitive "squirt" sound started to get mildly irritating, but by the time it was finished, a powerful band of sticky rope had the three heroes secured to the wall of the Quinjet.

It wasn't FAA certified, but it would do.

With his free arm, Captain America gripped his shield and moved it in front of the trio, an added layer in case Spidey's webs failed.

"HOLD ON!"

 _CRASH!_

XX

Peter made a mental note to get his head checked once this whole mess was over. For the umpteenth time in the past few days, he felt like he had been struck in the skull with a sledgehammer. First trees, then green monsters, now a giant plane crash.

However, the truly strange part was that, in a twisted sort of way, he was getting used to it. Though his head throbbed, Peter found himself fully conscious by the time the great noise died down. Blinking a few times, he looked over to Logan and Cap, both of whom were breathing heavily and appeared to be somewhat disoriented, but otherwise perfectly fine. A metallic sliding noise and sharp snap indicated that Logan had cut the webs holding them to the wall. With his feet back on the ground, Peter staggered a bit, but was otherwise perfectly balanced.

By now, Romanoff and Barton had risen form their seats and were trying to get the door open. By the time sunlight started to leak into the jet, Cap was already racing to the door, shield in hand. Without a word spoken, the other four followed him out onto the chaotic street, Spider-Man tossing Barton his bow on the way out.

"We've got to get back up there!" Cap shouted as they ran. With a city street looking more like a war zone, there was no arguing from anyone. Cars overturned, people running for their lives, craters blasted into the road, and all with the Chitauri flying all around. Peter had to basically force himself to look past the carnage all around him. He had only been a kid when 9/11 happened, yet he, like so many, still remembered the horrifying sight of the destruction. Now, an extraterrestrial army was about to do the same thing to the entire city.

No, not today. Not when he and everyone else could stop it. Loki wouldn't win. He couldn't.

A soft rumbling echoed through the air. It was enough for the quintet to break their stride and try to see what was going on. The sound was coming from above, where the ominous portal was still spitting out the small alien ships. But that wasn't all. Spider-Man could barely see what it was, but it was there. There was something else, something coming along with the Chitauri.

Something big.

The latest thing Loki's portal coughed up could most accurately described as something ripped from a nightmare. While not quite as large as the Helicarrier, it was still gigantic, easily dwarfing many of the smaller skyscrapers in downtown Manhattan. If Peter could describe its features, the closest thing he could come up with would be the bastard love child of a whale and a suit of armor, with dozens of massive metal spines protruding from its back. Rather than flying, it appeared to be swimming, as if the air around it was truly an invisible liquid. Several Chitauri flanked the creature, as if to herald the arrival of this ferocious beast. Peter found himself paralyzed in shock as this monster, this leviathan, descended upon New York.

The beast dove down towards the street, straight down the side of Stark Tower, before smoothly flattening out, "swimming" at a solid height above the ground level. Suddenly, several small objects jettisoned themselves form the creature's hide. Long steel chains unraveled as the projectiles sailed towards the sides of buildings and latched to the walls. Spider-Man, for a moment, feared that they were grappling lines, and the monster would soon land on the ground, crushing anything beneath it. However, the Leviathan (as he was not mentally calling it) did not sink any closer, instead continuing to sail through the air. The projectiles quickly shook off the cables and began moving of their ow accord. Looking carefully, Spider-Man could see that they all had a similar form.

A humanoid form. Something with a strange mix of metal parts and muscular, grey-colored flesh, each wearing a hideous gold and silver mask and easily far taller than any human ever could be.

These weren't grapplers, they were infantry.

Crashing glass soon entered the din, as Peter realized that the Chitauri were starting to smash through windows to get to the people inside. His heightened ears picked up terrified screams that accompanied the occasional flash of blue light.

Peter's shock was shared by his comrades, with Captain America breaking the silence. "Stark," he said into the ear radios they had passed out while on the jet, "you seeing this?"

"Seeing." Tony replied as his armored form came rocketing through the sky towards the Leviathan. "Still working on believing. Where's Banner? Has he shown up yet?"

"Banner?" everyone was thinking it, but Cap spoke it, voicing everyone's confusion.

 _What does he mean 'Banner'? He fell off the Helicarrier during the attack! For all we know he landed in Oz!_

"Just keep me posted!" Tony said before flying off, hopefully to deal with the Leviathan.

"Great," Logan grumbled, "now he's back to spitting-"

"Save it Wolvie!" Spider-Man snapped as he and everyone else moved behind an overturned taxi for cover. "Aliens first, complaining later!"

Wolverine rolled his eyes, but nodded anyway. Logan's senses may not be as advanced as his own, but Peter would have to call him truly blind to not see the danger around them. Putting aside the people in the buildings, he could also see a crashed bus on the bridge, with people struggling to get out.

"Kid's right," Barton chimed in. "We've got civilians trapped-"

 _BOOM!_

A series of explosions caught everyone's eyes and ears. Five Chitauri flyers were zooming down the street, unloading their lethal energy on the people below. And leading the charge was a man in green and gold.

"Loki."

XX

Compared to the shots from Loki's scepter, the blasts of the Chitauri flyers were a whole new definition of scary. The explosions were three times as big and were leaving smoking rubble and craters where backed up traffic had once been. Through his horned mask, Logan thought of the people down that street. With a machine like that, Loki might as well be at a turkey shoot.

"They're fish in a barrel down there!" Cap breathed.

"Fine!" Wolverine snarled, his claws tearing out of his hands without a second thought. If Loki was in one of those things, he feared for what happened to Thor. "Let's get this son of a bit- GAH!"

Almost as soon as Logan rose to his feet, a stabbing pain hit him in the side, bringing him to his knees.

"Logan!" Barton cried as the mutant fell. As Wolverine tried to shrug off the pain, he heard gunfire and high pressured squirts behind him. He whipped his head around to see several Chitauri warriors dropping down and making their way towards them, with Spider-Man, Romanoff and Cap doing what they could to force them back.

 _Not without me!_

It took seconds for his side to heal, those seconds being the last of the Chitauri's lives before Wolverine lunged forward. Where Romanoff and Spidey were busy shooting the freaks or throwing them with elastic sticky rope, Logan took only a few hacking cleaves to reduce four aliens to mincemeat. However, that was merely one wave, and Logan could see dozens scuttling across the bridge. He turned to his leader (he still found himself scoffing at the word), who, despite the immediate danger, kept his eyes glued on the fiery death trap Loki had left in his wake.

Logan could see a tough choice in the making even if he was blind. Cap could rush forward to save the people, but that would mean leaving the rest of them to fight the Chitauri alone. Logan had seen decisions like these tear men apart, but now wasn't the time. He reached out, placing a gloved hand on the captain's shoulder. "Don't worry, we've got this covered. Go."

"You sure you guys can hold them off?" Cap asked, just to be sure. Wolverine was about to reassure the old soldier that he was more than capable of gutting a swarm of alien freaks with or without help, but it was Clint Baron of all people that cut the former X-Man off.

"Captain…it would be my genuine pleasure!"

Without another word, Barton ripped an arrow from his quiver and loaded it into his bow. Logan could barely see a strange, tiny mechanical device over the arrowhead before Barton released his grip. With the same pinpoint precision he had shown on the jet, Barton's shot struck a Chitauri straight between his eyes. As the alien fell over, the arrowhead suddenly released a swarm of small projectiles in a pinwheeling arc, felling several more aliens. As the Chitauri fell, Cap wasted no time bolting to the other side of the bridge in the direction Loki had flown. As soon as the Star-Spangled soldier was gone, Wolverine turned his attention to his spandex-wearing companion.

"We got this! You and Barton free that bus, then you get in those buildings!"

"Right!" Spider-Man replied before running towards the bus with Barton. Some people, mostly children, were already crawling through the windows to get out. As Barton reached up to grab them and set them down, Parker rushed to the door. Logan had always known the kid was strong, though he was still surprised to see him casually tear the bus door off with his bare hands.

Now all that remained was Wolverine, Romanoff and Barton against a horde of Chitauri warriors.

Just the way Logan liked it.

He waded into the thick of it, tearing and slashing with all the strength he could muster. One by one, the aliens fell, those that avoided the blades ran into Romanoff's blazing Glocks. The Chitauri's armor was thick, but their bodies were fortunately less resilient. Wolverine was surprised to find that, despite their large frame, the Chitauri had relatively low constitution compared to most people, human or mutant. Where he expected some blows to merely stagger, he found the target alien knocked flat on his rear.

What they lacked in resiliency, however, they more than made up for with numbers. For every alien Logan gutted or Romanoff shot, half a dozen more seemed to pop up, all of them carrying powerful weapons of the same mold as Loki's scepter. Wolverine gritted his teeth as he decapitated another Chitauri. He was about to stab another when an arrow shot by him, embedding itself in the alien's face before a red and blue blur propelled itself toward it. With the bus emptied, Spider-Man was free to use the convenient alien springboard to catapult himself to the building they had seen the Chitauri enter earlier. Several more arrows flew past Logan as Barton came up alongside Romanoff, both unloading on the Chitauri with professional grace. Making sure not to get in his comrades' way, Wolverine tore out his claws again and began laying into the Chitauri horde.

As the mutant unleashed his Adamantium-laced hell upon the invaders, Natasha Romanoff took a moment to find appropriate comparison for the mess in front of her. Alien invasion with an angry mutant ripping people to shreds. She glaced over to her partner as he notched another arrow.

"Just like Budapest all over again!"

"You and I remember Budapest _very_ differently!"

XX

"Alright! That's it! Everyone get out of here!" Spider-Man shouted to the large group of people he had just freed. The Chitauri had swarmed in to corner them in the building, corralling them like sheep. When Peter got inside, it seemed like they were about to start shooting them wily-nily. Unfortunately for the aliens, one Friendly Neighborhood superhero was there to stop them.

A Friendly Neighborhood superhero who was now pulling his hand out of a Chitauri's gut.

Peter had always been vehemently against killing, so the comparatively weak fortitude of the aliens caught him off guard. Most of them, he had merely subdued with webs or knocking them out, but this last one he had virtually disemboweled with his fist. For the sake of the people around him (and the confines of his mask), Spider-Man held back an urge to vomit. His response to his overly violent actions would have to wait. Taking lead of the people, he activated the small radio in his ear. "Cap," he said, "I've cleared the building by the bridge. I'm leading everyone out now!"

"Negative!" Captain America's voice responded. "These things are turning the streets into a shooting gallery! Keep the people off the street, get them below ground! Basement, subway, anything."

"Got it!" Peter responded. "Where are you?"

"Heading back to the bridge. The police are setting up a perimeter and just called in the National Guard. If we can't stop these things now, we can at least slow them down!"

"Right," Peter breathed with relief. "I'll meet you back there in a minute!" shutting off the comm, he turned to the large group behind him. "Alright, everyone!" he shouted, "Keep going down to the basement! Go there and stay there! _Do not go outside!_ "

The next few minutes were chaotic as Spider-Man tried to move everyone downstairs. Some people were scared, others were struggling to keep a brave face, and others…to put it nicely, panicking would be an understatement. By the time he got the last person squared away and ran back to the street, Spider-Man was out of breath.

And he still had an alien army to fight. Just great.

"Uh, guys?" Tony's voice came over the comms. "Remember the ugly whale thing?"

The Leviathan. Peter's memory shot back to the monster that crawled out of the portal. The response from everyone was a resounding "yes" of varying levels of exasperation.

"Well…we got his attention. What the hell was step two?"

"For now, keep it busy." Cap answered. "Parker, get back to the bridge, I'll meet you there. Romanoff, Logan, how's it looking over there?"

"JUST PEACHY! JUST GET HERE!"

Logan's voice was all the boost Peter's legs needed. With one bound, he leapt up onto the bridge and into a bloodbath. Barton had just knocked a Chitauri on his pants and was in the process of ramming an arrow into his eye socket. Wolverine was advancing through a pack of Chitauri, claws cutting through them like a lawnmower. Romanoff was currently riding one of them piggyback while jamming her sparking gauntlets into his neck. One of the Chitauri tackled Barton to the ground, but this only made him a bigger target for the web-head. With a twist of his fingers and a flick of the wrist, Spider-Man sent the alien flying into a lamp post.

"Thanks, kid." Barton muttered as he reclaimed his bow.

Spidey nodded before running back into the fray. Romanoff was fighting off several Chitauri at once with one of their own weapons, while Logan had just slammed his clawed fist into a Chitauri chest. Seeing another about to skewer him, Peter jumped forward and slammed into the alien feet first. "Back to back!" Logan yelled. Not waiting to argue, Spider-Man turned around just in time to break a Chitauri's jaw while Logan decapitated another. Wolverine continued to march into the aliens while Spider-Man unleashed a storm of webs that ensnared at least half a dozen Chitauri behind them. With the small group taken care of, the two ran back to Barton and Romanoff just in time to see Cap jump in and bash several Chitauri faces in with his shield.

 _Great, now Cap won't have to die alone!_

The Chitauri just kept coming. It seemed there was no stopping the endless swarm of monsters. Peter was tough, as was everyone else, but there was no way they could keep this up forever. It seemed like nothing less than a miracle could save them now.

Suddenly, without warning, a blinding light enveloped the bridge as a crackling storm of lightning rained down on the advancing Chitauri. Peter had to cover his eyes to avoid having his pupils burned out, but he recovered just in time so see someone jump down from the top of a building and land next to a destroyed car. As clear as day, Thor could be seen standing surrounded by a pile of deep fried alien foot soldiers, leaning against the car for support.

Peter could hear Wolverine chuckle and, for the first time since meeting him, he saw the mutant smile. "You magnificent son of a bitch." He grinned as he helped Thor to his feet.

Thor accepted the hand before heading over to the archer. "Barton, are you well?" he asked. In the chaos, Peter had almost forgotten that Barton had met Thor before, well before he became Loki's puppet. Spider-Man couldn't help but smile as the two greeted each other like old friends.

But friendly reunions would have to wait. Captain America ran over to Thor the moment he turned away from Barton. "What's the story upstairs?" he asked.

"The power surrounding the cube is impenetrable. We can't close it."

"Thor's right," Tony said over the comm, "we have to deal with these guys!"

"How do we do this?" Romanoff asked, still clutching a Chitauri weapon.

Cap was quick to answer. "As a team."

"You sure?" Wolverine growled, "I'd like a little 'private time' with Loki soon."

"Yeah?" Barton quipped as he fixed an arrow. "Get in line."

"Save it." Cap snapped as he moved to the front of the group. "Loki's going to keep this fight focused on us and that's what we need. Without him, these things could run wild. We've got Stark up top. He's goanna need us to-"

A faint rumbling interrupted Cap's orders, causing him to turn around. What he, Peter, Thor and the others saw was easily one of the strangest things they had seen all day. But it wasn't an alien warship, or an otherworldly god, or a magic portal into outer space.

It was Dr. Bruce Banner, alive and well, in a fresh set of clothes, riding towards them on an old motorcycle.

Peter exchanged a confused glance with Barton before group walked over to the doctor. He was in a shirt that looked like it had ten coffee stains on it and looked like he hadn't shaved for two days, but otherwise looked just like the man Peter had met on the Helicarrier less than a week ago. "So," he deadpanned as he took in his surroundings, "this all looks…horrible."

"I've seen worse." Romanoff said, looking slightly sympathetic.

"I'm sorry-"

"No, we could …use a little worse."

"Wait," Logan said, finally catching on, "you don't mean…?"

Banner nodded in response. Logan could do nothing more than place his hand on his face. Peter could make out a faint "oh my God" as he spoke into his hand.

Well, desperate times call for desperate measures. And calling on a giant monster that tried to kill them to help was certainly desperate. But how would anyone expect the Hulk to actually listen to them?

"Stark," Cap said into his earpiece, "we've got him."

"Banner?"

"Just like you said."

"Then tell him to suit up. I'm bringing the party to you."

"Party?" Spider-Man asked. "What part-"

 _BOOM!_

Faster than a jackrabbit on a date, Iron Man came zooming in around a building, which was soon reduced to dust as the Leviathan collided with it in pursuit. Stark had certainly kept it busy, and was now bringing the beast right back where it came from. Almost on instinct, Spider-Man, Wolverine and Thor jumped into attention, waiting for Iron Man's follower. Cap, Bruce, Romanoff, Barton on the other hand just stood dumbfounded.

"I…I don't see how that's a party." Romanoff murmured.

As the monster came closer, Peter could now see that it was a _lot_ closer to the ground than it had once been. It had been following Stark like a baby duck, not bothering to notice that it was nearly scrapping the pavement with its steel belly. And Tony had led it straight in the path of one Bruce Banner.

Now the plan started to make sense.

As the Leviathan came closer, Bruce abandoned his bike and started walking towards the approaching monster. Cap was the first one to show his immediate concern. "Dr. Banner," he said, "now might be a really good time for you to get angry."

Bruce gave a light chuckle before turning back to face the soldier.

"That's my secret, Cap…I'm always angry."

Then, at the drop of a hat, Bruce Banner began to transform. His muscles bulged, his skin turned green, his shirt ripped to shreds and he rose to a towering height. The last time Peter had seen this, he had considered running for his life. Now, he couldn't help but smile beneath his mask.

By now, the Leviathan was within walking distance. But that was as far as it got. Without a word spoken, Bruce- no, the Hulk- slammed his enormous fist into the Leviathan's face, caving it in. The monster tried to continue its advance, but it only succeeded in pushing the Hulk back several yards, asphalt crumbling beneath his green feet. The Leviathan crunched up into itself, slowly throwing its lower body upwards and over its collapsed head. The tail loomed over the heroes, as if to crush them all.

"Hold on!" Iron Man yelled, unveiling a missile from his left arm before firing it into the Leviathan's body, which then erupted in a shower of fire. Peter and Barton dived behind a car while Cap rose his shield over Romanoff and Logan, sparing them form the enormous explosion. Soon, the smoke began to clear, and a loud screeching noise filled the air. Chitauri warriors, seeing their war vessel be reduced to ash and rubble, turned towards the wreckage and hissed a cry of rage.

A cry directed to the eight people standing on the bridge, forming a tight circle around each other, standing together and ready to fight as one.

Captain America, the star-spangled soldier;

Thor, the Prince of Asgard;

The invincible armored Iron Man;

The friendly neighborhood Spider-Man;

Clint Barton, the Hawkeye;

Wolverine, the best there was at what he does;

Natasha Romanoff, the Black Widow;

And the Incredible Hulk, the strongest one there is.

The Chitauri roared at these warriors, these champions, these heroes.

They roared at the Avengers.

XX

High above in his personal flyer, Loki Laufyson was less than pleased with this turn of events. This invasion was supposed to be a flawless display of his might, and yet these so-called heroes were standing in his way. It was time to put things back on track.

"Send the rest."

XX

No sooner than the Chitauri screeching ended did the portal start rumbling again. The Avengers looked up to the sky in horror as a new wave of flyers dove out of the portal, accompanied by two more Leviathans. The Chitauri had been keeping some forces in reserve, and now they were ready to join in.

"Guys…" Natasha breathed to the others, though they were equally petrified.

Wolverine broke the silence. "Cap, if you have a plan, we're all ears!"

"Alright, listen up." Captain America called out. "Until we can close that portal, our priority is containment. Barton, Parker, I want you two on the roofs. Eyes on everything, call out patterns and strays! Stark, you've got the perimeter. Anything gets more than three blocks out, you turn it back or you turn it to ash!"

"Got it!" Spider Man said as he turned to run off, webs already leaving his hands.

Hawkeye, lacking any means to get to the roof on his own, turned to Iron Man. "Give me a lift?" he asked.

"Right." Iron Man said as he walked over. "Better clench up, Legolas." He then grabbed the back of Barton's shirt before rocketing up to the top of a skyscraper.

"Thor," Cap continued, "You gotta try and bottleneck that portal. Slow them down. You got the lightning; light the bastards up!"

Thor nodded, then began swinging his hammer in an ever-accelerating circle. With the hammer's weight and Thor's strength, the spinning began to generate several light gusts of wind, blowing Natasha's hair around. Then, he thrust his hand forward, and the hammer lifted him off the ground and into the sky.

Once Thor was gone, Cap turned to Natasha and Wolverine. "You two; you stay with me on the ground, keep the fighting here." As the mutant drew his claws, Cap turned to the last member of their team. "And Hulk…"

At the mention of his name, the Hulk turned to the puny human, releasing a grunt of frustration in the process. Cap knew the Hulk was quick to anger, so he chose his next actions very carefully. Slowly, he raised his hand with his index finger extended to the aliens in the sky. Then, he said one simple word. A word that, the moment it left his lips, caused the Hulk to smile wickedly, leap into the air, and start tearing Loki's army apart limb from limb alongside the rest of the Avengers.

"Smash."

 **At last, the Avengers have assembled! But will it be enough to stop Loki's army of evil? Stay tuned!**


	17. Ch 16: Spider-Man vs Loki

**Hahahaha! I live!**

 **Sorry this took so long, guys (I know you're sick of me saying that), so I hope you guys enjoy!**

 **Really not much to say here. The Chitauri have come and the Avengers are ready to fight them. Hold on to your hats, this is gonna get intense!**

Chapter 16: Spider-Man vs. Loki

Inside the S.H.I.E.L.D. Helicarrier, a single brown eye gazed over a series of monitor screens. To those who didn't know better, the screens may have been playing some chintzy science fiction movie. Strange alien monsters were crawling through the streets, a man in a suit that would make Uncle Sam blush was bashing them with a metal disk, and a bunch of flying whales were being vaporized by bolts of lightning coming off the Empire State Building.

But Nick Fury was watching no movie. And there was nothing amusing about what he was watching.

In all his years, Fury never imagined that he would be confronted by something so impossible. Even with the enormous influx of otherworldly beings springing up all over the place, he never, not in a thousand years, would have considered that an actual alien invasion would take place. And yet here it was, clear as day.

Even more unimaginable was the one thing standing in the invaders' way. Fury kept his eye glued on the eight extraordinary people that he had desperately tried to cobble together to combat the very thing they were faced with now. Just a few hours ago, they had been yelling and arguing with each other, partially for their own conflicting views, but also partially for his own actions. And now, those very same people were fighting together to save the world. He had taken an enormous gamble with bringing them together. It was nothing less than a miracle that it had paid off.

Fury could only pray that it continued to do so.

"Sir!"

Fury was snapped back to reality by a woman's concerned voice. Shifting his gaze away from the screens, he looked up to see Maria Hill, still boasting a cut above her eye from the recent attack but otherwise perfectly fine. Fury could sense that there was something concerning her, however.

"The Council is on."

Of course, just when Nick thought this day was going to be a little easier.

XX

"Stark, I got a lot of strays sniffing your tail!"

"Just try to keep them off the streets."

"Well, they can't bank worth a damn. Find a tight corner."

"…I will 'roger' that."

A week ago, Logan would have punched a brick wall if he heard anyone spouting that kind of nonsense in the middle of a fight. Now, however, as he smashed a Chitauri's face into what was left of a taxi windshield, he couldn't help but chuckle lightly. Loathe as he was to admit it, Stark's banter was actually starting to grow on him, if only slightly. If nothing else, Stark was doing his job well, something made obvious when Logan caught a glimpse of the flaming remains of a Chitauri flyer crash into a building while Stark zoomed away.

"Nice call," Stark's voice rang out over the comms, "What else you got?"

"Well, Thor's taking on a squadron down on 6th." said Barton.

"And he didn't invite me?"

"Just go help him!" Spider-Man chimed in. "Once you're done, there's a Leviathan on East 32nd that needs…"

 _CRASH!_

Spider-Man's comment was interrupted by a thunderous roar that could be heard even from where Logan was. Eyes following the noise, Wolverine could see the Leviathan Parker was talking about being dragged down to the ground, a small green mass hanging from its jaw as it clumsily bumped into buildings on the way down.

"Never mind!"

Logan gave alight chuckle while he gutted another Chitauri. Remarks that would have been annoying as hell were now surprisingly helpful, mildly loosening the tension that hung in the air.

As much as could be loosened anyway.

Dozens of Chitauri continued to advance onto the bridge, and it was taking every ounce of Wolverine's focus to not let the overwhelm him. Cap and Natasha were faring little better, denied of even a moment to stop and catch their breath. And Logan knew that there were only going to be more as the aliens continued to advance upon them. The good news was that Cap's strategy was working. The Chitauri appeared to be focused on them rather than causing mayhem across the city. Wolverine knew that for every pack of Chitauri that was closing in on them, there was one less to threaten civilians. And any ones that failed to take the bait were primed for Stark, Thor, Spider-Man and the Hulk to destroy.

But that still didn't solve the bigger problem. The Chitauri were still spilling out of the portal. If they didn't find a way to close the damn thing, they would just keep coming and coming. And contrary to what those who knew him might say, Wolverine couldn't fight forever.

Pushing such thoughts out of his mind, Wolverine continued to hack and slash, placing all of his primal rage into every stroke. One alien was stupid enough to try and grab him by the arm in an effort to retrain him. Logan made sure it was the last mistake he made, twisting the Chitauri's arm in a bind before driving his clawed fist through his throat. Quickly he removed the claw and spun around…and found a Chitauri energy spear pointed at his face. Instinctively, he thrust his claws forward…

It took him a moment to realize that an equally surprised Natasha Romanoff was holding the weapon, the ashen remains of a Chitauri laying at her feet.

Before the situation could become any more awkward, Captain America jumped down towards them. Surprised, confused, and mildly annoyed seemed to be rolled into one face. Logan quickly pulled back his claws as Romanoff lowered her own weapon. It was only now that Logan could see that, for the first time in the past few minutes, the bridge was clear of aliens. But more would be on the way, and Romanoff was clearly starting to get weary. She sat down on a dead car, where Logan only now noticed a small patch of blood on her forehead.

"Captain," Natasha breathed, "none of this is gonna mean a damn thing if we don't close that portal."

"How?" Logan hissed, "Our biggest guns couldn't touch it."

"Well, maybe it's not about guns." Cap said. "Maybe if we find a way to disable the machine…"

"I'll go," Natasha said solidly as she cast the spear aside. "Stark said that Selvig's up there, I might be able to find out how to shut it down."

Logan opened his mouth to argue. This whole plan was ridiculous. Stark and Thor had said the machine was impenetrable. If Stark's fancy lasers couldn't destroy it, how could she? Logan wanted to say all of this, but he never got the chance. His ears picked up an all-too familiar screech, pulling the mutant's attention to a new wave of Chitauri being dropped off by those blasted flyers.

Well, a stupid plan was better than no plan.

"You wanna get up there, you're gonna need a ride!" Cap said as he readied himself.

Natasha chuckled and gestured to several flyers. "I got a ride. I could use a boost though."

Logan could see the plan before it happened. Cap positioned himself on one side of the bridge next to a dead car, shield held out in front of him. Natasha walked over to the other side, setting herself up to start running.

"You sure about this?" Cap asked.

"Hey, c'mon," Logan smirked, "Let her have some fun!"

Natasha looked towards her temperamental teammate as if he had grown a second head. Wolverine was supporting something that a normal person would call stupidity at its finest? Logan held back a laugh. "What? I've done stupider things than this in my sleep!"

Natasha smirked. "Let's hope you can tell me about them later." Without another word, she sprinted towards Cap and, with the focus and grace of an Olympic gymnast, leapt onto the hood of the car before bouncing off onto Cap's shield. The combined force of her subsequent jump and Cap's powerful thrust sent her hurtling into the air, right into the path of the oncoming flyers. Gracefully, she evaded all but the last one, which she caught with an outstretched hand. The force of the flying craft paid no mind to the extra weight as it sped off, dragging the redhead along with it.

Captain America and Wolverine looked at each other for a moment, sharing a brief smile. Natasha Romanoff was certainly one of the most unique women Logan had ever met. How many girls were there that would willingly jump onto the back of an alien hovercraft?

The two men were snapped back to reality as a pulse of blue light caused the pavement to explode between them. The mutant's eyes turned to face nearly two dozen Chitauri advancing on them, weapons blazing. Wolverine ripped out his claws and looked over to the soldier. "Plenty for the both of us." he growled.

Cap smirked as he rose his shield. "Try to keep up, son."

"Geezers first."

XX

The streets of Manhattan were turning into a warzone. Chitauri warriors were crawling along every building and flying down every street. People were screaming and running for their lives as the invaders continued to swarm around them.

Unfortunately for the aliens, they were not unopposed.

A woman with red hair commandeered one of their craft as it was leading an attack, and she was starting to direct it in a path of her own choice. Several other Chitauri tried to shoot her down, only for a man in red and gold armor to reduce them to vapor. This man flew down onto the smoking remains of a bridge, shooting down several foot soldiers as he made his way to two more men, one in blue with a shield and the other in yellow with short blades. The armored being unleashed a continuous beam of golden energy at the shield-bearer's weapon, which deflected it and destroyed at least half a dozen Chitauri. Before taking off, the armored man seized the clawed one and launched him like a projectile at the side of a building, where several Chitauri were starting to scale it. A few well-placed jumps and slashes later, and the climbers were no more and their killer jumped back into the fray. One alien managed to survive the carnage, only for an archer in purple to place an arrow into his eye socket. This archer proceeded to duck beneath two more beams of light before losing another arrow, but not before a younger man in a red bodysuit and mask swung past on a thin white cable. The one in red directed himself towards a Chitauri flyer, kicking the pilot out of his seat before leaping off to fight another. However, he only managed to land a few solid punches before he jumped away, just before a massive Leviathan smashed into the flyer. On the back of this beast, two more beings fought off waves of foot soldiers who tried with little success to restrain them. One was an enormous green giant who was literally tearing the Leviathan into pieces while swatting away Chitauri like flies. The other was a man in a red cape and a massive hammer, knocking Chitauri off of the creature with identical ease. Suddenly, the green monster ripped a large plate off of the Leviathan and embedded it into the beast's side, allowing his companion to smash his weapon into it like a nail in a piece of wood, while electrical energy erupted from the point of impact. With this singular blow, the Leviathan dove towards the street, smashed through the walls of Grand Central Station, and ceased to move.

The two responsible for the beast's death and subsequent destruction of the stain station stepped off to survey their handiwork. They just stood there for a moment, catching their breath.

Then the Hulk thanked Thor with a punch to the head that sent him flying.

These heroes were fighting off the impossible odds of the Chitauri armies, reducing their numbers one mangled corpse at a time.

And this was something that Loki Laufyson would not tolerate.

XX

"Betty!"

MJ's words rang out across the panicked office as she tried to find the secretary. She had just now managed to reach the _Daily Bugle_ 's office level, where there were still a few people that had not gone down to the basement yet. MJ could clearly see Robbie Robertson's large frame as he tried to call out to everyone who hadn't evacuate yet. Luckily, MJ's shout had gotten the older man's attention, as well as the petite woman that was helping him.

"MJ?" Betty Brant asked aloud as she and Robbie hurried over. While the two women had never really known each other very well beyond their shared association with Peter, they were still familiar with each other, to the point where Betty was visibly relieved at MJ being safe, though she was also fairly confused. "What are you doing here? I thought you were- "

"There's no time!" MJ interrupted. "We need to go now!"

"Betty!" Robbie shouted as he ran over, "MJ's right, we can ask about this later. Everyone should be down to the basement by now, we need to go!"

"WILL YOU FORGET YOUR STUPID PRESENTATION?! IT'S THE END OF THE WORLD, GET YOUR LOUSY CAN DOWNSTAIRS! MOVE!"

MJ groaned slightly. Even with the apocalypse right outside his door, J. Jonah Jameson was still his usual boisterous self. The hotheaded editor was seen coming out of his office hot on the trail of a scurrying spokesman, whom according to Peter was called Hoffman, who was clutching several poorly wrapped sheets of paper as he bolted to the stairs. Jameson hurried over to the small group of people still standing around.

"Okay, that's everyone! The rest of you get your butts down- wait a minute!" Jameson paused, finally registering that MJ was in the room. "you're Parker's girlfriend, aren't you?"

"Mr. Jameson, I can explain- "

"If you're here, then that means…" He paused for a moment. Then it was back to normal.

"PARKER!"

Robbie grabbed Jameson by the shoulder. "Jonah, I'm sure he's fine, now for God's sake, let's get out of- "

"Hold your trap!" Jameson yelled. "I don't care why he's back early! I just want to know why the hell he sent his girlfriend all the way- "

 _KABOOM!_

Jameson's rant was cut off as the side of the _Bugle_ office disintegrated in a blast of fire. MJ was pretty sure she shrieked, but it would be a miracle if anyone heard her over the ungodly noise of the explosion. The force of the blast sent everyone in the room flying back a few feet, though MJ managed to jump behind a desk before there could be too much damage. Once the initial shock of the explosion calmed down, MJ strained her eyes to try and see what was going on.

The sight was, for lack of a better term, terrifying. The _Daily Bugle_ office had always been a place MJ associated with professionalism, order, and (Jameson's rants aside) peaceful. The scene before her was anything but. Shattered furniture and office supplies flew everywhere, while shards of glass covered the floor. Small fires had broken out in various corners of the room, and a gaping hole leading out to the street replaced the wall that had once been there. Looking to the side, MJ was shocked to see Robbie Robertson laying on the ground, groaning while covering an equally dazed Jameson. Betty was still hiding behind a desk, too terrified to move.

But the worst part of the scene was what MJ found herself looking directly act. Two Chitauri warriors, gold armor gleaming in the sunlight, stood in the new opening, weapons pointed at the cornered humans while they uttered a sickening snarl. However, there were merely flanking an even scarier sight. While the man in green and gold appeared to be human, a stark contrast to his subordinates, he was, to MJ at least, far more terrifying than anything else in the small disaster zone. His horned helmet and enlarged staff seemed to make him appear even more menacing.

"Hello, my dear." Loki snickered with mock sweetness.

XX

A red boot was in the middle of stomping on a Chitauri's head when he saw it. The building he had become incredibly familiar with over the past three years had somehow slipped his notice while he was fighting. He had not realized how close he had come to it.

The explosion was more than enough to catch his attention.

Spider-Man's vision, potent as it was, could not see all the way inside the hole that had been blasted open by the Chitauri, but he could still make out the rather large flyer that was descending towards the building. It didn't take a detective to deduce that it had also been the one to fire the shot. More importantly, he could just barely make out one figure that was currently stepping off the flyer.

He was different from the Chitauri. Where they were grey specks with some glints of gold, this one seemed to be green. His helmet, unlike his allies, had two golden horns coming from the top, and his stature was somewhat leaner and shorter than the Chitauri.

Well, who else could it be.

Peter hesitated for a moment. Someone might still be at the _Bugle_ , and a sitting duck for Loki. He needed to get over there, if nothing else to stop Loki once and for all. But he remembered the Helicarrier. Logan had received one hell of a beating from Loki, and most of that had been without the scepter. Was it truly wise to try and fight him alone? Should he call for help?

A series of blue flashes made up his mind for him.

XX

"Get lost," MJ hissed, trying desperately to keep a brave face. "I'm not scared of you."

Loki smirked. "Lying won't save you now, I'd think you knew that by now."

"HEY!"

MJ finally broke her petrified gaze from Loki to look at J. Jonah Jameson, having recovered from where he had been blasted across the room looking absolutely livid. Notwithstanding the bloody nose, he was perfectly normal.

"Who the hell do you think you are?! Come to my town, blow up my building, What stick's up your-?"

"SILENCE!" Loki snapped, clearly having little patience for the bombastic editor. "I hope you realize you are speaking to the most powerful being on this pathetic planet. Such an attitude would not be very wise."

Jameson wasn't even dazed. "This is news, not philosophy! Don't like me talking? Fine, sue me, get rich, then get out of my town!"

"Jameson- "MJ tried warn, but her words fell on deaf ears.

"Freaks like you are what drive me nuts! First it's that weirdo in the wetsuit and now I'm being lectured by some dimwit dressed for a Renaissance fair? I could care less about your stup- Agh!"

For once in his life, Jameson's mouth was shut. Though the cause of his silence was Loki's fingers wrapped around his neck rather than anything of his own accord.

"You certainly have a brave tongue. Perhaps I should remove it."

 _THWIP! THWIP!_

All eyes shot to the window. Loki's sentries were no longer standing at attention, instead restrained by bands of sticky rope. A person in a red and blue suit and mask was crouched on the parked flyer, the ends of the ropes held in his gloved fist. With a simple tug, he pulled the two aliens out the window and down to the street below.

"I should probably say how that's wrong, but I honestly got nothing!"

"You?" Loki snarled, tossing Jameson to the side. MJ couldn't resist a slight smirk as Spider-Man rose to his feet to look the Asgardian warlord in the eye.

"I expected one of you…what do you call yourselves? 'Avengers'…to try and find me amidst the battle. But not the minstrel."

"Let's see," Spider-Man murmured, never breaking eye contact with Loki. "Bring an army of aliens to my planet, threaten everyone I know, kill indiscriminately…oh yeah, and now you're blowing up my town!"

The Asgardian grinned. "Am I now?"

Loki raised his scepter towards the web head. But before he could squeeze off a shot, a thin web affixed itself to the blades and was tugged upwards. Loki's blast went high, blowing more of the building apart as MJ and the remains of the _Bugle_ staff ran for cover, leaving the two to their own battle.

Unfortunately, Jameson regained his voice amidst the confusion.

"I KNEW IT! I KNEW THAT TWO-BIT CRIMINAL WAS UP TO NO GOOD! JUST WAIT TIL THIS PAPER GETS BACK UP AND RUNNING! I'M GONNA TEAR THAT WANNABE VIGILANTE A NEW ASS- "

 _Smack_!

Mary Jane Watson had had enough. Her hand flew. A palm connected with a cheek.

And John Jonah Jameson said nothing at all.

XX

Logan was right.

Loki was tough.

And strong too. Barely a second after he had closed the distance and seized the scepter with his hands, Peter found himself being lifted off the ground and swung around the room. Peter lost his grip on the weapon and was sent flying, back colliding with the parked flyer. As Spider-Man scurried back to his feet, he caught the menacing image of Loki, spear pointed downwards, jumping towards him in his peripheral. He rolled to the side just before the blades pierced the floor where his head had been. With a grunt of frustration, Loki ripped the blades out and swung at Spidey. The webslinger jumped back from the blow, the blade just barely grazing his chest. As he flipped over the control panel, peter felt his hand sink a little farther down than he had anticipated. Soon, the flyer began to hum and shift, gradually floating away from the remains of the _Daily Bugle_. Peter figured he must have triggered the flyer's engine, but a blue flash of light prevented him from dwelling on it. Quickly, Spider-Man twisted his body to avoid the first shot, then somersaulted over Loki to avoid the second. On his way down, he threw a kick at Loki's face, but the Asgardian knocked his foot away with the butt of his scepter. Before Peter could respond, a black leather boot struck his rib cage and sent him falling backwards. With his opponent briefly incapacitated, Loki rushed over to the control panel of the flyer and pressed some buttons, activating the autopilot. Once he was finished, he turned to look Spidey in the eye again.

"You're no Thor," he sneered, "but let's hope you can provide something of a challenge!"

"As you wish." Peter quipped behind his mask, thrusting out his hands as he said it and releasing two strings of web. Loki caught the webs with his scepter and used the improved leverage to yank the web head in his direction.

 _Gotcha!_

Loki had unwittingly pulled Spider-Man within his own guard, allowing him to land a solid kick to his jaw. Loki went flying, wildly firing off blasts of his scepter as he did so. Peter tried to dodge most of them, but one lucky shot hit the floor of the flyer, knocking him off. But flailing in the air was nothing new to this young man, and a quick web cable secured him to the flyer. Spider-Man could see Loki grimace, squeezing off several more carefully-aimed shots at his dangling passenger. These proved more difficult to evade, and Spidey knew he couldn't do this forever. He needed to get back up to the craft.

An abandoned garbage truck gave him the opening he needed. Slamming his feet into the vehicle, Spider-Man catapulted himself towards the flyer, just barely catching up with it. Spider-Man caught a look of shock on Loki's face for a fraction of a second, then he tackled him to the ground.

The flyer continued a seemingly standard loop around the city, cleanly turning corners to go down streets where various stages of the fighting continued. The seeming calm of the machine's path was unceremoniously contrasted with the vicious battle between its two occupants. Spider man flipped and twisted all around the flyer, evading Loki's attacks while chaining in swift punches and kicks to the Asgardian. But Loki was not idle. While he could not match the web head's agility, the ferocity with which he lunged and shot at the young hero more than made up for it. A graze to the arm here, an opportunistic jab to the chest there. The scepter spun like a helicopter blade in the mastermind's hands, deflecting many of Spider-Man's blows while his own attacks missed by centimeters. It took every ounce of Spider-sense-enhanced concentration on Spider-Man's part to avoid Loki's onslaught, and he grew increasingly frustrated when he failed to overwhelm him as he pressed his own offensive. He tried shaking things up, using different surfaces of the flyer to better leverage his strikes and firing off quick squirts of web, but all these managed to do was slow Loki down. This fight was getting nowhere, and both combatants were starting to feel the toll. Sweat built up inside Spider-Man's mask, and he could just barely make out Loki's own labored breathing through his gritted teeth.

Then, something caught Peter's eye. It was only there for a moment, but it was there. Loki's movements with his scepter were truly impressive, far more intricate and elaborate then he had demonstrated against Thor from what little of their fight he had seen, but this was coming with a tradeoff. As Loki spun and contorted the scepter, he had to loosen his grip ever so slightly, only retaining a vice-like hold when he transitioned to using the energy blasts. When fighting purely with the staff, Loki was sacrificing full control for maximum output.

This was it! An opening! Loki's fatal flaw. In flooring the gas, Loki had neglected to keep a foot on the brake. And that was all Peter needed. He waited for the perfect opportunity. It came when Loki prepared to swing the scepter in a wide arc, blades pointed outward. As Loki began executing his attack, Spider-Man lunged forward, hands outstretched. However, instead of attacking Loki, as the Asgardian probably suspected, he twisted to the right ever so slightly…and caught the shaft in his left hand. Before Loki could register what had happened, Spidey seized the end of the scepter with his other hand and, summoning all his strength, wretched the weapon from Loki's grasp. Loki's hands flailed in the air as Peter continued his maneuver, releasing his grip on the scepter as soon as he was facing out of the flyer.

"NOOOO!" Loki screeched. But it was too late. The scepter flew away from its owner, clattering into the streets of New York.

Peter smirked. Loki was now without his precious scepter. The rest would probably be a cake walk from…

"GAH!"

A stabbing pain in his abdomen broke Spider-Man's train of thought. Looking down, he could see Loki's hand pressed up against his stomach, the fingers squeezing the ornate handle of a dagger. Peter looked up to see Loki's rage-filled face, his eyes burning like a furnace. Loki swiftly pulled the knife out before kicking Spider-Man over the side of the flyer. Despite the pain of the stab wound, Spidey still managed to hold on to the flyer, his hands holding on for dear life.

 _Okay, he's still kicking. New plan…_

Stretching his ears, he could hear Loki's boots stepping closer to the edge, no doubt ready to finish him off if he was still hanging on. Peter thought fast, then decided to play a trick of his own on the trickster.

Loki's violently shaking fist was seconds from crushing the hilt of his dagger as he neared the flyer's edge. Peering down, he could just barely make out a small bulge of red cloth hanging from the bottom. Based on the pattern of the black lines, it seemed that this was the young man's head. Not wasting a moment, Loki thrust his weapon down and under, skewering the fabric.

Loki chuckled, slowly pulling the knife away from its target. He half expected Spider-Man's head to be bleeding like a stuck pig. Once the dagger was gone, something fell from the underside of the flyer.

However, instead of a dead body, Loki saw only an empty mask fluttering in the wind.

Before Loki could question himself, a blunt force struck him in the back, causing him to drop his dagger. Peter Parker, now with no mask to obstruct his face, began hammering the Asgardian with a relentless barrage of punches. Loki was taken aback by the unexpected assault, but managed to regain his footing and shoved the younger man back towards the front of the flyer. Balling their fists, the two combatants lunged at each other like wild animals.

What began as a graceful duel between a superhero and supervillain quickly devolved into a tactless brawl. Hands, feet, even heads collided as Loki and Peter tried to manhandle each other, desperately trying to put their opponent down. They were so focused on beating each other senseless that they didn't notice the flyer gradually start to rise higher into the air and back towards Stark Tower. In fact, the rest of the world didn't even occur to Peter until he heard a voice in his ear.

"Kid, can you hear me?" he heard Clint Barton say.

"Yeah…just…peachy!" Peter sarcastically spat. He was currently laying on his back over the control panel, right hand trying to pull Loki's left away from his throat, while his left was desperately holding back Loki's right, which had retrieved the demigod's dagger. Loki's physical strength clearly exceeded Peter's, and he was just barely keeping the blade away from his neck. How exactly could Barton help him right now? The last thing he needed was a distraction.

"Peter," Barton said again. "Just hold still. I'm gonna do something, hopefully it'll distract Loki. Once you see it, run like hell!"

"What…do…You…Mean…SOMETHING!?"

Peter pushed Barton's words out of his mind and re-shifted his focus back to Loki. The Asgardian had a look of unrestrained hatred burned into his features, entirely focused on murdering the young human laying below him. He twisted his wrist, trying to lower the dagger just a few more inches, and Peter could not hold him back for much longer. A steel blade hovered a mere inch away from Peter's neck…

 _THUNK!_

A noise broke the fighters' focus. Two pairs of eyes turned to the side of the flyer. A small object had affixed itself to the side, and it had a long plastic shaft with fletching sticking out of it.

And it was beeping.

Peter's eyes widened, he looked beyond the arrow, and saw Clint Barton, still standing on his rooftop, bow in hand.

He looked back to the beeping arrow.

 _Oh, shit!_

No time to waste. Without a second thought, Peter shoved a distracted Loki off him and rushed to the back of the flyer. Once to the edge, he focused all his remaining energy into his legs for one giant leap towards the closest rooftop

Two seconds later, the flyer was engulfed in a fiery explosion.

XX

As his transport fell apart into chunks of burning metal, Loki's body plummeted gracelessly to the balcony of Stark Tower. The people of Asgard may be greater than human, but they were not immune to pain, as Loki was agonizingly reminded. His body ached all over, his head felt like it had been hit with a rock (or in this case, the remains of the balcony's glass railing), and his green robes were singed all over.

But the physical wounds didn't even compare to the blow to Loki's pride.

He wanted to scream. He wanted to roar. He wanted to find words to describe how much he hated that young Earthling who dressed in the image of an insect. Loki struggled to his feet, ignoring his lost helmet as he prepared to flag another Chitauri flyer to his location.

But he never got the chance to even activate his communicator. As soon as he reached his feet, a thundering roar tore through the air, soon followed by a massive green monster jumping up to the balcony. The Hulk didn't seem too fond of the man in green, as his enormous kneecap struck Loki in the chest, sending both smashing through the last of the penthouse windows. The Hulk was able to come to a halt just next to the window, but Loki kept flying. He groaned as his back struck the stone wall ornament and then fell to the floor, dust and glass shards all around. Standing mere meters away, the Hulk waited for Loki to rise back to his feet before slamming his fists into the floor ready to attack again.

This was the last straw.

"ENOUGH!"

Loki's voice roared through the room, loud enough to even bring the Hulk's advance to a stop. Normally the puny humans ran away from him, but this one stood his ground. And to put it mildly, he looked very, very, _very_ angry.

"You are, all of you, beneath me!" the man in green spat, no longer boasting the regal mannerism he had showboated not even an hour ago. "I am a god, you dull creature! And I will not be bullied by…!"

Loki's never got the chance to finish his statement. Before he could spout off another angry boast, a large green hand seized his leg, yanking him off the ground.

Without a care in the world about who he was doing it to, the Hulk began to smash Loki into the ground, swinging him around like a child with a rag doll. One, two, three, four, five times. Each time Loki's body struck the ground, each time leaving a crater in the floor, each time feeling like a thousand blows from Mjolnir. Then, finally, after the fifth blow, the Hulk let go of his plaything. Loki Laufyson, the once glorious herald of the Chitauri invasion of Earth and self-proclaimed king of Asgard, lay in a broken, crumpled heap in one of the craters his own body had created.

Hulk calmly walked away from his handiwork, only looking back as Loki whimpered like a small child, too shocked to even hate the beast that did this to him. Seeing the pathetic state of his victim, Hulk remembered that he had called himself a god. Hulk snickered.

"Puny god."

XX

Peter slowly raised himself to his feet, body still acing from escaping the explosion. His head…no, scratch that, his head had been hurting ever since this mess began. An ear-splitting roar stopped him from licking his wounds, and he turned towards the source of the noise.

Whatever it was it was coming from Stark Tower, and it was soon followed by a series of loud bangs. A few seconds passed, then Peter saw the unmistakable form of the Hulk jumping down from the penthouse balcony.

The missing "S" from the "Stark" logo reminded Peter of where Loki's flyer had ended up.

Peter put two and two together, then grinned. Loki was having one bad day.

 _Who knows? This might get a little easier!_

Unfortunately for Peter parker and his allies, things were most certainly _not_ going to get easier.

XX

"Director Fury, the Council has made a decision."

"I recognize the council has made a decision, but given that it's a stupid-ass decision, I've elected to ignore it!"

"Director, you're closer than any of our subs, you scramble that jet..."

"THAT IS THE ISLAND OF MANHATTEN, COUNCILMAN! Until I'm certain my team can't hold it, I will NOT order a nuclear strike against a civilian population!"

"If we don't hold them here, we lose everything!"

"I send that bird out, we already have."

 **Uh-oh! That can't be good!**

 **Next time, it's a race against time! Can the Avengers defeat the Chitauri before the World Council decides to turn New York into a sheet of glass?**

 **Special thanks to IAmMattis for reminding my slow butt to finish this chapter, and to GIANTPANDAMAN for inspiring the Daily Bugle scene.**

 **Until next time, please like, review and subscribe for more!**


	18. Ch 17:The Missile

**Hello again, my faithful followers!**

 **Last time we left off, Loki had been bested in combat, and the Avengers were keeping the Chitauri invasion at bay. But the World Security Council is not too confident in their chances…**

 _ **I'd say! Those chumps are a pack of sorry wimps! My grandma could scare them!**_

 ***sigh* You know what, Wade? I'm out of things to yell right now.**

 _ **Ah, c'mon, SSJ! I'm just wishing you a Merry Christmas!**_

 **Well, if you really want to make my holiday good, you'll be a nice little degenerate and enjoy the last chapter.**

 _ **Fine, fine, ya lousy Scrooge, I'm just…wait, did you say, 'last chapter'?**_

 **Yep, this is it! After this, all that's left is one little epilogue. Three years of work is about to pay off!**

 _ ***faints***_

 **Wade? Wade?...ah well, I tried.**

 **In all seriousness, this story is almost at an end. This has taken a lot of time and effort on my part, and I want to thank all of you for sticking with me to the end. The epilogue will be out sometime this week. Thank you all!**

 **Now, let's continue.**

Chapter 17: The Missile

"LOOK OUT!"

The Chitauri flyer was on a collision course for the bridge, its cockpit and dead pilots engulfed in flames. However, the screeching noise it emitted was lost over the din that filled Wolverine's ears. So many aliens were screaming and raging in his direction, either from their warrior aggression or the pain of being eviscerated, that the mutant did not even notice the falling craft heading his way.

The young man in the red suit seizing him by the shirt and yanking him out of the way, however, _did_ get noticed.

Barely a second had passed since Peter pulled Logan away when the flyer smashed into the assembly of Chitauri that had been swarming him a moment ago. the extra weight that came with an adamantium skeleton notwithstanding, Spider-Man had pulled this move more times than he could count and effortlessly lowered his companion down to the street below.

"Thanks, kid." Logan wheezed, finally catching his breath after the brawl.

"No sweat," said Peter as he scanned around. Normally the lack of his mask would have bothered him, but the burning city around him made his secret identity the least of his problems. Every building for several blocks seemed to have something on fire. On his way over, he had seen the roof that Barton had been standing on explode. He could only hope that he had made it out in time.

The thought of his archer comrade made Spider-Man notice two people absent from the bridge. "Where are the others?"

"People trapped at the bank, Cap ran off to help them. Romanoff decided to try and shut down the machine."

"Any luck?"

Logan groaned and shrugged. "Nothing yet. If she doesn't find something soon- "

"Agent Romanoff to all points, come in!"

Peter never thought he'd be happier to hear the Black Widow's voice than he was now. Not wasting a moment, he and Logan both acknowledged the call, even ignoring the exploding Leviathan a block over.

"I found Dr. Selvig." Natasha almost shouted. "He says he built a failsafe into the machine, but we need Loki's scepter to turn it on!"

Peter's heart jumped. His legs were already moving as he answered Natasha. "Loki lost the scepter while we were fighting! I know about where it landed, Logan and I are heading there now!"

"Where'd it go, Pete?" Logan yelled as he sprinted alongside Peter.

"He lost it around 33rd! If we hurry we- "

The ground exploded before he could finish. A could of dust stopped Spider-Man and Wolverine in their tracks as an overwhelming number of Chitauri came closing in on them.

Peter gulped and balled his fists, while Logan ripped out his claws. If they had to kill every single godforsaken alien in the city to get that spear, so be it.

"Cap, you hear that?" Logan asked.

"Got it! I'll find Thor and get there to help as soon as I can. Hold tight!"

XX

"Director Fury is no longer in command. Override Order: 7-Alpha-11"

"7-Alpha-11, confirmed. We're 'go' for takeoff."

This exchange had happened mere moments ago without Nicholas Fury's knowledge. Most days, he'd be simply irritated that the World Security Council had disrupted the chain of command, especially after he had made his own policy clear. Considering that the rogue plane was carrying a nuclear missile headed straight for Manhattan, however, he was more than angry.

He was terrified.

"Stark, you hear me?" Fury barked into his personal communications array. "You have a missile heading straight for the city!"

" _How long?"_

"Three minutes, max. Payload could wipe out Midtown."

XX

Logan's claws tore through another Chitauri just as another came up to take its place. The jungle of aliens that had been keeping them from 33rd Street was getting thinner and thinner, but it sure as hell did not seem like it. Mutant and empowered human plowed through the street, attacking only the Chitauri that got in their way and not bothering to even acknowledge the others. They did not matter. Not anymore. All that mattered was finding that scepter. If they found it, they could end all of this.

That didn't change the fact that the swarm was making it exceedingly difficult to accomplish that goal.

Peter's eyes scanned the entire street, looking for any glimmer of the golden shaft. But for every second he had to look for the weapon, another ten had to be spent fighting Chitauri. This was taking too long. He could feel every muscle in his body struggling to continue moving, telling him to just drop down and rest, but to do that for even a moment would be his death. He looked over to Logan, who's uniform was now covered in dirt, blood and sweat but himself seemingly none the worse for wear. The mutant's ridiculous healing made it clear that he was still going strong, but Peter could see that even he was nearing his limit. Logan was breathing even heavier than he was, and he seemed to be making him even more aggressive. The swift cuts and stabs that he had used back when the fighting started had now morphed into wild slashes and reckless charges. Logan was ripping Chitauri apart with like a wild animal, but every time he paused, he was heaving. Impossible as it seemed, Wolverine was getting tired. He was nearing the end of his rope, he couldn't fight forever. And neither could Peter. They needed to find that scepter, before they burnt out.

Peter recognized the source of Logan's increasingly crazed aggression. Desperation. He feared what would happen if they failed, so terrified of the prospect of his efforts being for nothing that he was deliberately going overboard. He recognized it because he was feeling it himself. Peter was whipping his head left and right looking for the scepter, even neglecting to finish off some of the aliens he had merely struck once. He had to find the scepter. It had to be around here somewhere. It may be their only chance to shut down the machine and close the portal. If they didn't find it…

A Chitauri's bulk interrupted Peter's thoughts. The massive creature had jumped down and latched itself onto his back, trying to pull him to the ground. Peter tried to throw the beast off, but he would not budge. Another Chitauri ran up to him, spear raised for the kill. Peter shot off a stream of web into the alien's eye, staggering him and leaving him open to a quick kick. However, that act turned the spider's attention away from his original assailant, who decided to remove his mask and be the first of his race to know what the flesh of humans tasted like. Peter screamed as pain exploded in his shoulder. He tried to punch the alien in an effort to force him loose, but the alien would not remove his teeth. It seemed like he was determined to bite Peter's entire arm off.

Suddenly, the Chitauri removed his teeth, letting out a pained scream in the process. Peter ignored the latter as his hand shot to his bleeding shoulder, which burned like ten hornet stings at once. He squinted and grimaced as he tried to push the pain away. The only indication he had of anything else going on right now was a faint image of Logan straddling a Chitauri (which Peter assumed was the one that had been bighting him) while stabbing it in the face again and again, his rage-filled screams reverberating in Peter's ears. His body could get injured later, he needed to keep moving. But the agony was overwhelming. He leaned down against a flipped-over taxi as he kept squeezing his arm.

"Pete! Hey, kid! You alright?" a gruff yet worried voice sounded. Peter tore his eyes from his wound to see Logan kneeling over him. The horned mask and blood-covered gloves combined with the hellish setting and the disemboweled Chitauri behind him should have made the mutant look like a walking nightmare, yet Peter was relieved.

"I'm fine, I'm fine. I gotta…Ah!"

His shoulder stung again when he tried to move. His left hand returned to his shoulder, but this time two more hands joined it.

"Hey, hey, hey, shh…calm down, kid." Logan gently whispered, casting off the vicious beast he had been for the past few minutes. This was something that Peter hadn't seen from Logan since he met him. There was no grumpy rogue here, or an angry warrior, or a wild animal. He seemed kinder, his voice a surprising gentle rasp rather than the harsh growling of the past few days. It was almost…fatherly? Peter didn't know what to make of it, but before he could dwell on it, he felt himself being raised to his feet. Logan slung Peter's free arm over his shoulders and started to walk him away.

"It's okay, Pete. There ya go…you're gonna be fine."

 _BOOM!_

A blast of energy blew the road behind the men to bits, sending both flying. They rolled down the street, luckily landing in a way that they could see the Chitauri approaching. As Peter struggled to get to his feet, he heard blades being unsheathed accompanied by a familiar roar. The friendly demeanor Logan had shown seconds before vanished in an instant. He lunged forward, claws at the ready.

Two flashes of blue light halted his charge. A burst of power flew and struck Logan in the face. His mask disintegrated in an instant as the second show struck his chest. The combined force sent him flying into the collapsed taxi.

"LOGAN!"

The smoke cleared, and Wolverine's motionless body fell to the ground.

Something in Peter snapped. Since meeting Logan, he has wondered where he was able to motivate himself into becoming such a powerful destructive dervish. Now, as his rage at the injury of his companion…his friend…crept into his eyes, he understood. It was animalistic rage. Forgetting his wounded right arm, Peter charged forward, avoiding the lasers and smashing into the Chitauri. Damn Loki and damn the scepter. His fists, feet and webs went flying, connecting with Chitauri and killing many instantly. He was so caught up in his frenzy that he almost missed a blur of blue and red entering behind him. It was a metallic clang that finally snapped him out of it. Regaining he senses, he turned around to see a sight for sore eyes.

Captain America and Thor had arrived, and were plowing through the Chitauri. Cap's mask had gone missing, and both men had the signs of fatigue chiseled into their faces. But that did not stop them in any meaningful way. Peter rushed over to them, pulling two aliens toward him with his webs and clotheslining them on the way. Both Cap and Thor recovered their thrown weapons just in time to bludgeon the closest Chitauri. Cap's shield knocked one alien on its rear while Thor's hammer smashed another's face in. Peter joined in by seizing two Chitauri and forcing their faces together. The trio kept gathered and kept fighting, the sweat on their faces an annoyance at worse. When a burst of power struck Cap in the stomach and brought him to his knees, Peter's fists balled so tightly he nearly cut into his own palms, but this time he didn't get the chance to massacre the aliens. Thor deliberately advanced, deflecting shots with his hammer as he approached an abandoned car. With a single powerful stroke, he struck the underside of the car, sending it into a roll. The remaining Chitauri were knocked over like bowling pins, the last one being crushed between the projectile.

That final reverberant crash echoed for a moment, then an odd quiet filled the air. Peter panted for a moment, then looked at Thor. The Asgardian was helping Cap to his feet, the soldier straining with the same pain Peter recalled minutes before from his shoulder. The red and white stripes of his uniform's abdomen were seared to a charcoal black, and his face was caked in sweat and dirt. The three looked at each other for a moment before Thor broke the silence. "You two alright?"

"Yeah," Peter breathed heavily. "Logan's hit bad, but he'll get better soon."

"Let him rest." said Cap. "we need to find that scepter"

"You sure you're ready for another bout?"

Cap smiled. "What? They getting sleepy?"

XX

 _Note to self; getting shot in the face hurts._

Logan could feel his flesh knitting back together, concealing the silver gleam of his skull. His mask was now ashes, and his shirt had a burning hole in it just under his heart. He had to stab his claws into a destroyed car just to get the leverage to rise to his feet. Despite all the pain in his body, his mind stayed on Peter. That had been a variable army of aliens coming at them. The kid was good, but no way could he have fought those all by himself. If anything happened to another friend on his watch…

Friend.

Logan's mind lingered for a moment, then he chuckled. This was young nerd he had met fighting in the woods and kissing Tony Stark's ass, and now he was calling him a friend. He then thought of Stark himself. Logan had hated him before, but now he found himself coming to respect the man, at least to a modest degree. He then though of Thor and Cap, the only two he had even remotely liked to begin with. Even Banner, Romanoff and Barton, who he didn't know remotely as well as the others, had earned a place in his mind. Logan recognized what he was feeling, something he hadn't felt since he left Xavier's School for Gifted Youngsters in shame more than a year ago.

It felt good to be among friends again.

Logan's smiling faded when his eye caught a faint glow. He turned his head, pointing his eyes in the glow's direction. The light was coming from a blue gem that seemed to be radiating an otherworldly energy. It was stuck under a collapsed vendor cart, though the steel blades and golden handle were still visible.

Logan grunted as he reached for the spear, grabbing it by the gold section below the jewel. It took some effort, but he was finally able to wretch Loki's scepter from its trap. Forcing himself to his feet he gripped the weapon in his gloved fist and looked up at the pillar of light that had brought him to the city in the first place.

Suddenly, a loud thumping sound came from behind him. Logan turned to see a giant green mass repeatedly smashing a pair of Chitauri into the pavement.

Logan came up with a plan. A stupid plan. A stupid plan that he had only done with someone much smaller than Hulk. A stupid plan he had only done with someone much smaller than Hulk _that just might_ be enough to get him to the top of Stark Tower.

Maybe it was about time to do his new friends a favor.

Without a second thought, the Wolverine walked up to the Incredible Hulk and tapped his shoulder.

"Hey! Bub!"

Hulk whipped around at the voice behind him, and starred at the tiny man in yellow who was holding a glowing stick.

"How's your throwing arm?"

XX

"AAAAaaaaAAAAhhhhaHHHHhhHhhHhhHHHHHH!"

 _CRASH!_

Again, stupid plan. But it worked.

Logan was shocked that he had managed to keep a grip on the scepter when Hulk threw him, but he didn't care right now. Hulk had thrown him one floor short, and he was now sprinting to the top of the building with the weapon in tow. Sunlight burned his eyes as he broke through the door. Romanoff was standing next to a giant conical machine surrounded in blue light, her red hair a mess and her lip bleeding. In the center of the machine, a glowing blue cube hovered in midair, its energy identical to what Loki and the Chitauri had been using all day. It didn't take a genius to figure out that that cube was the source of all their problems for the past week.

"Logan!" Romanoff cried out and ran over to him.

"Here!" Logan yelled. "I got it, now what do I do?"

"The Tesseract's power produces a protective field that cancels out kinetic energy, but the alloys in the scepter are somehow immune to its effects." A third voice called from a nearby monitor. It belonged to a middle-aged man in jeans and a blue shirt, with disheveled graying hair and a three-day beard across his face. Logan certainly didn't expect Dr. Erik Selvig to look like this, but it was better than the mind-controlled puppet he had been warned about.

"If you push the cube out of the power conduit," Selvig continued, "It'll disrupt the energy flow and close the portal!"

"Got it!" Logan barked. He handed the scepter to Romanoff and activated his radio while she rose the weapon. Sparks flew when the blades touched the pulsing sphere of power, but with a little effort, she managed to slip it inside. This was it. It was ending.

"Hey, can anyone hear me?!" Logan barked.

"Logan!" Peter's worried voice rang out, "Are you okay? Where are you?"

"I'm fine," Logan answered back, to reassure his young friend if nothing else. "I've got the scepter! We can close the portal!"

"Do it!" Cap's voice yelled into the comm.

"No! Wait!"

Logan blinked for a moment. He recognized Stark's voice, but he wasn't sure he had heard him right. Wait? Wait for what?!

"Stark, these things are still coming!" Cap shouted.

"I've got a nuke coming it, it's gonna blow in less than a minute!"

 _What?_ Logan's throat dried up. Did he hear Stark correctly? He couldn't have.

"Stark," Logan hissed, more scared than angry, "please tell me you're lying."

"Nearly 250 kilotons," Stark sadly replied, "just passed Washington Bridge…and I know just where to put it."

XX

Peter was shaking his head. Tony had to be messing with them, right? Was this really happening? Did someone think that wiping out the city was the only way? If Tony's response to Logan's question was any indication, it seemed he was telling the truth.

Peter didn't know what was worse; the problem, or Tony's proposed solution.

He was looking up at the portal now, a few straggling Chitauri flyers still spilling out. Even wonderful nearsighted Aunt May could see the blackness of space on the other side. And as remarkable as that suit was, space was another matter entirely, even without a nuclear missile.

Captain America shared his concerns.

"Stark, you know that's a one-way trip?"

No response. Peter understood. Whatever Tony was thinking, his mind was already set. Logan, however, was less convinced.

"Stark, listen, that's suicide! Have you lost your goddamn…?"

A faint buzzing filled everyone's comms. Tony had disconnected. Peter looked over to Thor and Cap. Thor solemnly looked at the frightened young man in red.

"This is his choice. He knows the costs."

Peter could do nothing but swallow hard and nod. A faint noise filled the air, sounding like a jet engine. The three heroes followed the noise just in time to see a familiar red and gold armored suit on the bottom of a large missile, both flying at an alarmingly fast speed. Several additional thrusters activated on the suit's chest, the wearer clearly doing everything in his power to alter the weapon's trajectory. It seemed to be working, but was still coming dangerously close to Stark Tower. But this man had a mission. He would not fail. The thrusters roared like a lion as the angle changed ever so slightly. Just a few degrees more…just a little more…

XX

Yes!

Stark and the missile shot up the side of the tower like a bullet. The force nearly knocked Logan off his feet, but he held his footing. Romanoff, Selvig and himself kept their eyes glued to the armored figure as he continued to rise into the air with the nuke, even as Romanoff kept the sparking blades of the scepter housed within the force field, ready to knock the cube out of place the instant the missile was gone. Logan held his breath as the roar of the rockets brought man and missile higher and higher, bringing them closer to the portal inch by desperate inch.

Suddenly, the noise of the rockets ceased. Logan could still see the glow of the thrusters propelling them forward, but the "woosh!" noise was completely gone. The only thing in Logan's ears was the sounds of whatever was left of the Chitauri invasion burning in the distance. He was no scientist, but he knew enough to know that sound did not travel in space.

He did it. The nuke was gone. If Logan had super-hearing, he might have heard the bridge of the S.H.I.E.L.D. Helicarrier erupt into a storm of cheers.

One extremely tense minute passed. The light from the thrusters dimmed as Stark and the missile traveled further from the portal.

Then the light returned. It returned in a bright flash that could even be seen from where Logan was standing. At the same time, sound returned to his ears. He heard screaming, but not the screaming of New York citizens. No, he heard the screaming of the Chitauri, echoing through the whole city. Logan tore his eyes from the portal to look down on the city below. Some aliens were still climbing the walls of buildings, others already on rooftops. They suddenly fell over, letting out a high-pitched scream as their bodies hit the ground. A Leviathan that had been flying down the street let out a mechanical roar of its own before it too dove towards the ground, crashing into a building before flopping on its "stomach". All around, flyers swerved out of control and exploded the moment they hit the ground.

Logan had no idea what had happened or what Stark had blown up. He didn't understand why all the Chitauri were dying without any reason at all. And he didn't care.

All he cared about was the gigantic fireball that was approaching the portal, and the silhouette of a man that he could see even from where he was. He activated his comm.

"Cap?"

Steve Roger's voice was tired. It was exhausted. But more than anything else it was sad. It was the voice of someone caught having to choose whether to wait one more second to decide the fate of others. Regardless of the voice, the words were clear.

"Close it."

Logan turned and nodded to Romanoff. And then, just like that, she thrust the scepter into the base of the machine.

XX

Peter didn't dare look away from the portal. Even as the Chitauri dropped dead all around him, he did not look away. Even as he heard Cap tell Natasha to close the portal, he did not look away. New buckets of sweat poured down his face as he prayed that Tony would make it to the portal in time. The glow of the explosion could be seen even form the ground, it was only a matter of time before it spilled out. A pulsing sound shot through the air, and the beam of light that had spilled out and formed the portal vanished. Without the stream of energy sustaining it, the portal began to shrink. As the hole grew smaller, the glow grew brighter. Was it not enough? Were they too late to stop the explosion?

The hole kept shrinking. The light from the explosion was almost blinding.

Then it was gone.

A strange stillness filled the air. The sounds of battle that had been ringing in Peter's ears for the past hour were suddenly gone. The only things that sounded out of place was the crackling of fires and the rumbling of small falling rocks. No alien warships, no flying blasts of lasers, no magic portals.

And the only thing in the sky was a tiny, man-shaped black speck, falling towards Earth.

Peter let out a breath he didn't know he had been holding. Somehow, a smile found its way onto his face. Captain America broke the silence.

"Son of a gun."

He made it! Tony was alright. Any minute now, the thrusters of his suit would light back up and he'd be flying down to meet them, probably with a few new wisecracks. Any minute now.

Peter found his smile starting to sink. Tony was falling at a very fast rate, and basic physics said he would only get faster. And Tony knew this. Why wasn't he stopping himself?

"He's not slowing down!" Thor said, just as distressed as Peter was. Something had to be wrong. Tony wouldn't have allowed himself to get this close to danger unless he could not make sure he was safe. One way or another, Iron Man could not fly his suit. If something didn't slow him down, he'd be a bloody stain on the road. Thor's hammer started spinning around, ready to propel its owner into the sky to rescue their comrade.

"RAWWWWR!"

Before Thor could raise off the ground, a green mass flew through the air towards Tony's limp form. Hulk caught the armored hero in his massive hands before striking a nearby building. He dug his free hand into the wall, trying his best to slow them down and tearing up the side. Stone and glass scattered all around before Hulk decided to launch himself towards the bridge where all the fighting had started. An abandoned car cushioned his fall as best it could before he slid further down. By the time he had landed, Peter, Steve and Thor were already moving. They rushed to Hulk's side as he rolled the Iron Man suit off his body.

Tony wasn't moving. The noises emitted by the suit were at a frightening minimal. As Hulk rested and rose to his feet, Thor flipped Tony over so he was lying on his back and tore off the face plate. Tony's eyes were closed, and his face was as still as the rest of his body. Cap lowered his ear to Tony's face, hoping to catch some semblance of breathing from him. Seeing none, he moved his hand to his chest in a vain attempt to feel a heartbeat, forgetting the heavy plating covering his torso. Peter watched with dread as Captain America tried to find some sign that Tony Stark was still alive. Nothing.

Cap removed his hand, a look of shame and sorrow looming over him. He could do nothing but look down at the body lying below. Peter came to the other side, thinking he could try to find something that Cap missed, but his better judgment told him that it would accomplish nothing. Peter had seen death before, but that did not make it easy. He gulped as he looked at Cap, then at Thor, then at Hulk, then finally down at Tony. Was this it? After all they had fought for that day, after all the lives they had fought to save, was this their reward?

Was Iron Man dead?

Well, Bruce Banner's alter ego certainly did not think so.

"RAWWWWWWRRRRRRR!"

"Gah!"

With a sudden jolt, Tony Stark's eyes shot open and started flying all around. It was sudden enough for even Peter to be startled. The Hulk, clearly satisfied that the shiny man was awake, let out another roar that went through the entire city, even beating his chest for good measure. But Peter could care less about his eardrums, and he kept his eyes on Tony, who was now panting as if he were in shock, terror etched into his face.

Tony was terrified. Alive, but terrified.

"WHAT the hell?!" Tony's breathing began to slow down as he finally started to calm himself. "What just happened? Please tell me nobody kissed me!"

Peter looked over to Captain America, as if expecting him to give out some kind of explanation about what had happened. Instead, Steve Rogers let out a few of his own tired breaths as his eyes scanned the area around them. Buildings were on fire. Entire streets had been demolished. Rubble and wrecked vehicles were scattered all around. Dust filled the air, and countless Chitauri bodies covered the streets.

But the city was still standing. And the Avengers were all in one piece.

There was honestly only one way to explain it.

"We won."

Indeed, they had. It took Peter a moment to register it, but what Cap said was true. They had won. It was over, Loki was beaten, New York was saved. The damage was catastrophic, but the lives of so many that would have otherwise been lost had been saved.

They had won.

Together.

Tony Stark could only lean back and let out a relieved sigh.

"Alright, hey! Alright. Good job, guys. Let's just not come in tomorrow. Let's just…take a day. You ever tried shawarma? There's a shawarma joint about two blocks from here. I don't know what it is, but I wanna try it."

Peter couldn't contain his smile. He looked over to Steve and saw an equally large grin covering his own dirty face.

"Stark,"

Logan's voice rang over the comms. Peter was initially concerned, worried that Logan's disdain for Stark might ruin the otherwise perfect moment.

"…Stark, if you promise never to do something that stupid again, I'll buy you all the shawarma you can eat and the biggest cigar I can find."

A light chuckle followed. Peter looked at Steve, dumbfounded. Then both men smiled again. The other day these two couldn't stand each other. Amazing what one alien invasion can do for people.

"We're not finished yet." said Thor. Everyone turned to the Asgardian, who was looking up at Stark Tower; or more accurately, "A" Tower, as most of the letters had just been blasted off.

Peter realized Thor was right. Something was sitting in the tower from where it had crashed earlier. There was still one small piece of this problem that had yet to be solved.

"And then shawarma after?"

XX

Another hand reached out and grabbed the step. With all the effort he could muster, Loki hauled himself forward. The pain engulfing his body was unimaginable. When he had come to this world intent on subjugating it, this was not what he had in mind. Mere hours before, he was a conqueror with a kingdom within his grasp. Now he was literally clawing his way out of a hole in the ground after a giant brute had swung him around like a ragdoll. Eventually, he could take no more. He stopped moving, with only his braced elbow keeping him upright as he stopped to rest.

Suddenly, something flew onto his hand. Loki turned his eyes to the floor to see a strange substance on his wrist. It was white and sticky, and had affixed itself to the ground, holding the limb in place. Loki tried to pull the substance off, but it would not move. He tried yanking his hand free, but it was too stuck. What was this? Why couldn't he…?

Then he remembered. He had seen this before. It had restrained him on the mountain, and it had dirtied his robes earlier that day. As if to further confirm his recollection, the sunlight that had been covering his limp form was obstructed by a collection of shadows. A collection of distinct shadows. Loki stopped struggling, and slowly turned around.

Six men, one woman and one large creature stood before him, all with varying degrees of distain on their faces. Their colorful clothes were torn and tattered, covered with burns, blood and sweat. They looked more like disheveled circus performers than mighty victors who had just overcome a supposedly invincible army.

Yet here they were, standing before him, the ashes that had once been his army behind them.

And one of them had a notched arrow pointed at his chest.

Loki was at a loss for words. He couldn't' decide if he was furious, fearful, or just confused. Finally, with as much dignity as he could scrounge together, he spoke.

"If it's all the same to you…I'll have that drink now?"

 _ **Ha! In your face, Loki!**_

 **You said it, Wade!**

 **Stay tuned everyone, I have one last little gift to give to you guys!**

 **Merry Christmas everybody! I hope you all have a safe and merry holiday season!**


	19. Epilogue: Gone Their Seperate Ways

**For all the love and support I have received over these past three years, from family, friend, and reviewer alike, thank you.**

Epilogue: Gone Their Separate Ways

News coverage of world-changing events was nothing new. It had existed since the dawn of time. Every time something remarkable happened, every conceivable opportunity to let the world know was made. Sometimes, people with power would try to restrict the spread of such information, but more often than not, the people found out about the changes to their world.

The devastated New York Midtown, littered with the bodies of a failed alien invasion at the hands of a group of extraordinary people, pretty much spoke for itself.

Every news outlet in the world was talking about the invasion. The aliens, the strange phenomenon, the damage to the city. But more than anything else, they talked about the ones who stopped it. Everyone wanted to know more about this group of superheroes that had just saved the entire world. And everyone who already knew wanted to share their thoughts. Though some were skeptical, most were enamored by the Avengers. Hell, some people were already pushing for merchandising rights.

Behind closed doors, however, the ones with power had their own priorities.

"Where are the Avengers?"

"I'm not currently tracking their whereabouts. I'd say they've earned a leave of absence."

Nick Fury stood before the World Security Council, a position that he had become quite familiar with in his position as director of S.H.I.E.L.D. Most days, he would have been occupied with formalities and professionalism for hi immediate superiors. However, considering that these four people had just recently disrupted his command and nearly jeopardized the very victory the media was celebrating, he felt entitled to being a little more nonchalant than usual.

"And the Tesseract?"

"The Tesseract is where it belongs." Fury emphasized. "Out of our reach."

"That's not your call"

"I didn't make it. I just didn't argue with the god that did."

The council was less than pleased. "So, you let him take it, and the war criminal, Loki, who should be answering for his crimes?"

Fury snickered for a moment. "Oh, I think he will be."

"I don't think you understand what you started. Letting the Avengers loose in this world. They're dangerous."

"They surely are. And the whole world knows it. _Every_ world knows it."

"Was that the point of all this? A statement."

Fury could only give a small grin. "A promise."

XX

At a lone bridge in New York's Central Park, a remarkable collection of individuals had gathered. Though if one were to look at them, one would not suspect anything remarkable at all about them. With the exception of two, all the people there were dressed as casual, everyday people. No colorful uniforms. No high-tech armor. No green skin. The only exceptions were a pair of men dressed in ornate robes and armor. One was blonde, muscular, and wore a long scarlet cape. The other was thinner, with black hair and a green and gold coat. The blonde man gripped a large hammer in one hand, while the other held a grip on his companion, whose hands were bound by a long chain and whose mouth was covered in a metal mask.

As the group congregated, the trunk of a nearby car opened up. Dr. Erik Selvig, rested and in much better shape than he had been for the past couple weeks, pulled a long glass tube with golden handgrips from the car. At the same time, Tony Stark and Bruce Banner opened a metal briefcase, revealing a most peculiar glowing blue cube. Carefully, and under the close watch of Steve Rogers, Peter Parker, and Logan, they placed the cube inside Selvig's cylinder.

It was time to send Thor Odinson and Loki Laufeyson home, along with the Tesseract.

"Just one twist, and it should activate its own portal." Selvig said to the Asgardian pair. "You should be home in no time."

Thor smiled, then frowned again as he looked to his stepbrother. Loki was unarmed and restrained. He wasn't going anywhere other than Asgard. And given the cocky smirks that were etched into Clint Barton and Natasha Romanoff's lips, nobody was complaining. Thor took the cylinder in his hands, holding on to one handle and extending the other to Loki. The muzzled would-be warlord glared at the tube that contained what should have been his instrument for conquest, and was now just something to send him towards certain imprisonment.

Loki looked around at the people surrounding him. Peter, with a beautiful red-haired girl standing behind him, had his arms crossed and was giving him a dirty look. Steve, Tony and Bruce all had similar expressions. As for Logan, he copied his fellow heroes, but also rose his right hand in a way that the knuckles were pointed at the sky. The silence was broken, not by words, but by the sound of three razor-sharp claws extending from the mutant's hand.

The two outer claws abruptly returned to their owner's hand, leaving only the middle one for Loki to observe.

The message was clear. Come back at your ass's own peril.

Reluctantly, Loki seized the other handle, waiting for his brother to take him away. Thor rose his eyes and gave one last look to the group standing around him.

"Take care," he smiled. "All of you."

"We will." Steve said reassuringly. Everyone else nodded in agreement, sharing their own goodbye to their new friend…and their new enemy.

"If he causes any trouble," Logan remarked as he drew his claw back, "just let me know."

Thor smirked. "Be my guest."

Without another word, Thor twisted his handle. Almost immediately, the tube and the people holding it were engulfed in blue energy, enveloping the two Asgardians. It covered their bodies in a way that made it look like they had transformed into pillars of pulsing cyan light. The shimmering energy continued to grow and cover their bodies, the glow becoming so bright that Peter had to cover his eyes. Then, with the speed of a rocket, the two glowing columns launched into the sky. Despite all the incredible things they had all seen over the past week, there was still a measure of awe that captivated the other heroes. Barely a second after it left the ground, the ball of light broke through a cloud and vanished. There was no trace of Thor, Loki or the Tesseract anywhere.

Just like that, it was all over.

The remaining people were silent for a moment before Bruce Banner piped up.

"Well," the scientist mused, "that was some goodbye."

Clint Barton grinned. "I'm sure we'll see him again."

"Yeah," Peter remarked, "But not any time soon. I've had enough aliens for one lifetime."

"Let's hope we never have to deal with more." Steve said.

Tony started to walk over to his parked car. "You didn't do so bad."

Steve followed Tony over to the car, clearly meaning to speak with him. For some reason, Logan was expecting some long-winded speech and noble remark or something mushy like that. So he was pleasantly surprised when the soldier simply smiled and extended his hand.

"I guess I didn't."

Tony looked at the hand for a second, then simply smiled and shook it.

"Dr. Banner."

Natasha Romanoff, who had left the circle of people without anyone else's knowledge, returned to the group with a duffle bag over her shoulder. "I believe this is yours."

Bruce looked dumbfounded as he stared at the bag in her arms. "I...uh…I don't think…"

"I promised you that you'd walk free," Natasha interrupted with a warm smile. "Director Fury got off the phone with the State Department this morning. All federal charges have been dropped. And as I've been told, Mr. Stark has a room to rent out."

Off to the side, Peter, Clint and Logan grinned as the former fugitive jerked his head from one side to another. Tony was already opening the shotgun door by the time Bruce wrapped his mind around what Natasha was saying. He tried to say something, clearly trying to find some way to thank the spy, but proper words could not leave his mouth. Finally, he cleared his throat and gave her a simple "Thank you."

As Bruce fumbled with the bag, Tony walked over to the youngest of their number. "How about you, Pete?" he asked. "Wanna take up the offer? We could use you at the tower."

Peter thought for a bit before looking over his shoulder. MJ, with little to no trace of her recent kidnapping, was leaning against his moped with both helmets under her arms, ready to go home. The offer to work for and alongside Tony Stark, especially for a broke student like himself, was something that most people couldn't even dream of. Then again, flying in the sky with Iron Man could make it difficult for those that slipped under the bird's eye.

"Thanks, Tony," Peter began, "but I think I'll stay low for now. I still have a couple more semesters of papers and lab work. Besides, what's Queens without its' Friendly Neighborhood Spider-Man?"

Tony was oddly quiet for a short while, then grinned. As he started talking, he pulled a small card from his pocket. "Well, can't argue with that. If you ever change your mind, Mr. Parker, please feel free to call, my receptionist would be more than happy to speak to you."

Peter took the card without hesitation. As he read it, he saw that Tony was being a little literal with the "happy" receptionist. Grinning slightly, Peter just shook Tony's hand and turned away to his waiting girlfriend. Passing Steve and Natasha on the way, both wished him well, the latter giving him a friendly smile that Peter though he would have never received from her when they first met.

"So, you think I'm ready?"

Natasha thought for a second. "Your stealth could still use some work."

Peter laughed despite himself. "Maybe I'll switch to all black. Go goth?"

Natasha lightly patted the young man's arm. "Take care of yourself, kid."

As Peter was saying his goodbyes, Tony Stark started to walk back to his car, only for a certain mutant to stand in his way. Tony stopped and looked Logan in the eyes. A week ago, these two wouldn't have been able to tolerate each other, Logan himself wouldn't have hesitated to punch Tony in the nose. They stood there for what seemed like a minute. Then, Logan reached into his pocket, pulling out a long brown object wrapped in plastic. The mutant smirked as he extended the cigar to his new acquaintance.

"Promised you, didn't I?"

Tony shrugged. "I believe your wording was, 'never do something stupid again', right?"

"You want me to send it back?"

"I didn't say that."

"If you don't want it, I'll keep it. It's a nice cigar- "

Tony's hand flew and snatched the gift from Logan's hand. Sliding it into his pocket, he gave his own smirk and walked around Logan. "Well…" he began, not prepared for another prolonged goodbye. "…so long?"

"So long."

Logan left Tony with his own car and made his way over to one of the two parked motorcycles that sat next to Peter's moped. Peter and MJ already had their helmets on as they were preparing to leave. It must have been the Spider-sense, because Peter turned around to look at Logan before he had even considered swinging his leg over the bike.

No speeches, no jokes, no gift-wrapped tobacco. The only thing that Spider-Man and Wolverine shared between them was a single clasp of hands. A sign of mutual respect and trust that the former shared a little too much and the later rarely shared with anyone.

Logan smiled. "Take care, kid."

Peter grinned back. "You too, Logan."

The moped revved up and took off, no doubt en route to the meager apartment that, unbeknownst to most of the world, housed one remarkable young hero.

Logan turned back to the bikes. Steve's scent filled Logan's nose, alerting him to the blonde soldier as he was mounting the second motorcycle.

"So," Steve asked, "where are you off to? Another patch of woods?"

Logan scoffed. Even if he was the same wandering man that a scared young girl from the South had bumped into all those years ago, he knew exactly where he was going. "Nope. I'm heading upstate."

"Know anyone there?"

Steve's question almost made Logan burst out laughing. As if there was anyone in that mansion he didn't already know.

"Let's just say I've been away from home for too long."

XX

"Come in!"

The door to the office opened with a creak. The publishing agent pushed aside the stray papers that were on his desk as a young woman with red hair stepped over the threshold. "Miss Watson," he said with a smile. "Please, come in!"

Mary Jane Watson strode over to the desk and sat down in the chair opposite of the agent. As they started speaking, she drew a large red binder from her bag, her fingers nervously drumming against the cover. She had been involved with countless plays and other acting opportunities, but actually submitting her own work was something she had never thought possible. But Peter had plenty of faith in her ability as a writer, and he had even gotten Betty to proofread it for her (once he had thrown a raging Jameson off his tail at least).

"I understand you wish to submit a theatrical production for publishing?"

"Yes, I do." MJ said, mixing her normally cheerful personality with professional stoicism. "I thought that, given the excitement that everyone's been going through the past few months, a little milking of that wouldn't' hurt anyone."

The agent chuckled a bit at the joke. Obviously, money was a big deal with this, but to MJ it was always secondary. What happened to New York earlier that year had taken the world by storm, and everyone was taking an opportunity to put their own spin on what had happened. Not that she was free of creative exaggeration herself, but she hoped that her version of the events could remind people about just who it was that saved them on that day.

"Do you have a manuscript, by any chance?" the agent asked.

"Right here," she said, and she handed him the binder. The agent flipped it open and began to read.

 _And then there came a day. A day unlike any other. When Earth's mightiest heroes found themselves united against a common threat. To fight the foes no single super-hero could withstand. On that day…the Avengers were born._

 **THE END**


End file.
